What changed in this filing

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Item 1. Financial Statements

2022-05-16 compared with 2021-11-15 · 135 added, 180 removed, 270 unchanged (54% of the section changed)

1 unchanged sentence

NEW MOMENTUM CORPORATION

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

Condensed Consolidated Statements of Operations and Comprehensive 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 assets:

9 unchanged sentences

Accrued liabilities and other payables

Amounts due to directors

Convertible promissory notes

Amount due to a director

Lease liabilities

Total current liabilities

Non-current liability

Lease liabilities

TOTAL LIABILITIES

3 unchanged sentences

175,000,000 shares authorized;

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

1 share issued and outstanding as of March 31, 2022 and December 31, 2021

Common stock, $ 0.0001 par value;

500,000,000 shares authorized;

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

176,168,548 shares issued and outstanding as of March 31, 2022 and December 31, 2021

Additional paid in capital

10 unchanged sentences

Three Months ended

September 30,

Nine Months ended

September 30,

Cost of revenue

6 unchanged sentences

Sundry income

Interest income

Total other (expense) income

Total other income (expense)

LOSS BEFORE INCOME TAXES

Income tax expense

Other comprehensive income (loss):

Foreign currency translation gain (loss)

Other comprehensive income:

Foreign currency translation gain

COMPREHENSIVE LOSS

$ ( 153,606 )

Basic and diluted weighted average shares outstanding

4 unchanged sentences

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

Nine months ended September 30,

Three months ended

Cash flows from operating activities:

$ ( 161,850 )

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

1 unchanged sentence

Depreciation of right-of-use asset

Stock-based compensation expense

Non-cash lease expenses

Non-cash lease expense

Change in operating assets and liabilities:

1 unchanged sentence

Deposits, prepayments and other receivables

Accounts payable

Accrued liabilities and other payables

Lease liabilities

Net cash used in operating activities

1 unchanged sentence

Advances from a director

Advance from related companies

Payment of lease liabilities

11 unchanged sentences

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

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

Series A Preferred Stock

Additional paid-in

Accumulated other comprehensive

Total shareholders’

Balance as at January 1, 2020 (restated)

Foreign currency translation adjustment

Net loss for the period

Balance as at March 31, 2020

Foreign currency translation adjustment

Net loss for the period

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)

For the three months ended March 31, 2022 and 2021

Accumulated other

comprehensive

shareholders’ deficit

Balance as at January 1, 2021

$ ( 4,554,845 )

4 unchanged sentences

$ ( 4,594,253 )

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

$ ( 199,959 )

Shares issued for services

Foreign currency translation adjustment

Net loss for the period

Balance as at June 30, 2021

Balance as at January 1, 2022

$ ( 4,842,608 )

$ ( 308,099 )

Shares issued for conversion of promissory notes

Foreign currency translation adjustment

Net loss for the period

Balance as at September 30, 2021

Balance as at March 31, 2022

$ ( 4,862,207 )

3 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

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

1 unchanged sentence

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.

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

Description of subsidiar ies

Place of incorporation

Place of incorporation and kind of legal entity

Principal activities

Particulars of registered/ paid up share

Effective interest

NEMO Holding Company Limited

Particulars of registered/ paid up share capital

Effective interest held

NEMO Holding Company Limited (“NHCL”)

British Virgin Islands

1 unchanged sentence

10,000 ordinary shares at par value of US$1

Gagfare Limited

Gagfare Limited (“GL”)

Travel agency

500,000 ordinary shares of HK$500,000

Beyond Blue Limited

Hospitality investment

Beyond Blue Limited (“BBL”)

Event organizer

1 ordinary share of HK$1

2 unchanged sentences

1 ordinary share of SGD 1

JPOPCOIN Limited

JPOPCOIN Limited (“JL”)

Administrative service

3 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 $ 258,915 and net current liabilities of $ 283,856 at September 30, 2021.

The Company has suffered from shareholders’ deficit of $ 326,589 and net current liabilities of $ 345,304 as of March 31, 2022.

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 the next 12 months is dependent upon the continued financial support from its stockholders.

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

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

1 unchanged sentence

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern.

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.

These unaudited 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 NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes.

The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes.

Basis of presentation

5 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, 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.

Operating results for the interim period ended March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022.

Use of estimates and assumptions

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported.

In preparing these unaudited condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported.

Actual results may differ from these estimates.

Basis of consolidation

The condensed consolidated financial statements include the financial statements of the Company and its subsidiary.

The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries.

All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

11 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, 2022 and December 31, 2021, there was no allowance for doubtful accounts.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

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

Revenue recognition

The Company adopted Accounting Standards Codification (“ASC ”) 606 – Revenue from Contracts with Customers ” (“ASC 606”) as of January 1, 2019 using the modified retrospective method.

This method allows the Company to apply ASC 606 to new contracts entered into after January 1, 2019, and to its existing contracts for which revenue earned through December 31, 2018 has been recognized under the guidance in effect prior to the effective date of ASC 606.

The revenue recognition processes the Company applied prior to adoption of ASC 606 align with the recognition and measurement guidance of the new standard, therefore adoption of ASC 606 did not require a cumulative adjustment to opening equity.

The Company recognizes revenue from its contracts with customers in accordance with Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers (“ASC 606”) .

The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.

Under ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service, or a series of distinct goods and services, to a customer.

10 unchanged sentences

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.

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, 2022 and 2021.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

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

• Uncertain tax positions

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 nine months ended September 30, 2021 and 2020:

September 30, 2021

September 30, 2020

Translation of amounts from HKD into US$ has been made at the following exchange rates for the three months ended March 31, 2022 and 2021:

Period-end HKD:US$ exchange rate

7 unchanged sentences

This comprehensive income is not included in the computation of income tax expense or benefit.

The Company adopted Topic 842, Leases (“ASC 842”), using the modified retrospective approach through a cumulative-effect adjustment and utilizing the effective date of January 1, 2019 as its date of initial application, with prior periods unchanged and presented in accordance with the previous guidance in Topic 840, Leases (“ASC 840”).

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present.

Leases with a term greater than one year are recognized on the balance sheet as right-of-use (“ROU”) assets, lease liabilities and long-term lease liabilities.

The Company has elected not to recognize on the balance sheet leases with terms of one year or less.

Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term.

However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments.

The interest rate implicit in lease contracts is typically not readily determinable.

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.

The Company adopts the FASB Accounting Standards Update (“ASU”) 2016-02 “Leases (Topic 842).” for all periods presented.

This standard requires lessees to recognize lease assets (“right of use”) and related lease obligations (“lease liabilities”) on the balance sheet for leases with terms in excess of 12 months.

The Company determines if an arrangement is a lease at inception.

Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets.

Finance leases are included in finance lease ROU assets and finance lease liabilities in the consolidated balance sheets.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

Operating lease and finance lease ROU assets and liabilities are recognized at January 1, 2019 based on the present value of lease payments over the lease term discounted using the rate implicit in the lease.

In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

Lease expense for lease payments is recognized on a straight-line basis over the lease term.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

(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:

lease components (e.g.

land, building, etc.), non-lease components (e.g.

common area maintenance, consumables, etc.), and non-components (e.g.

property taxes, insurance, etc.).

Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.

Lease expense is recognized on a straight-line basis over the lease terms.

Lease expense includes amortization of the ROU assets and accretion of the lease liabilities.

Amortization of ROU assets is calculated as the periodic lease cost less accretion of the lease liability.

The amortized period for ROU assets is limited to the expected lease term.

The Company has elected a practical expedient to combine the lease and non-lease components into a single lease component.

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.

Related parties

14 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 MONTHS ENDED MARCH 31, 2022 AND 2021

(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.

16 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.

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)

Recent accounting pronouncements

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

Non-current portion

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.

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 AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

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

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) , (“ASU 2021-04”).

This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange.

This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic.

It specifically addresses:

(1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange;

(2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange;

and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange.

This ASU became effective for all entities for fiscal years beginning after December 15, 2021.

An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments.

The adoption of ASU 2021-04 on January 1, 2022 did not have a material impact on the Company’s financial statements or disclosures.

Except as mentioned above, the Company does believes that other recently issued but not yet effective accounting standards, if currently adopted, would not have a material effect on the Company’s unaudited condensed consolidated financial statements.

AMOUNT DUE TO DIRECTOR

As of March 31, 2022 and December 31, 2021, the Company owed to its director in the amount of $ 302,446 and $ 286,327 , respectively.

The amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

Imputed interest on the loan has been assessed as not significant.

SHAREHOLDERS’ DEFICIT

Preferred Stock

Authorized shares

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 .

The Company was authorized to issue 175,000,000 shares of Preferred Stock at par value of $ 0.001 .

Any class of preferred stock may have preferential voting rights, liquidation rights or other rights with respect to the class of common stock.

These preferential rights may have anti-takeover effects and may also result in the dilution of the common shareholders;

equity interest and earnings per share.

As of March 31, 2022 and December 31, 2021, 1 share of Class A Preferred Stock was issued and outstanding.

Authorized shares

The Company was authorized to issue 500,000,000 shares of common stock at par value of $ 0.0001 .

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.

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 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.

As of March 31, 2022 and December 31, 2021, 176,168,548 shares of common stock were issued and outstanding.

Stock Option Plan

As of March 31, 2022 and December 31, 2021, 350,000 shares remain to be issued under the Plan.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

(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.

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 NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

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

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, 2021 and 2020 is as follows:

Nine months ended September 30,

As of March 31, 2022, the operations in the United States of America incurred $ 4,675,626 of cumulative net operating losses which can be carried forward to offset future taxable income.

The Tax Reform Act also changed the rules on net operating loss carry forwards.

The 20 -year limitation was eliminated, giving the taxpayer the ability to carry forward losses indefinitely.

However, net operating loss carry forward arising after January 1, 2020, will now be limited to 80 percent of taxable income.

The Company has provided for a full valuation allowance against the deferred tax assets of $ 981,882 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.

NHCL is considered to be an exempted British Virgin Islands Company and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.

NMAPL 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, 2022 and there was no provision for income tax.

As of March 31, 2022, the operation in Singapore incurred $ 2,585 of cumulative net operating losses which can be carried forward to offset future taxable income with no expiry.

The Company has provided for a full valuation allowance against the deferred tax assets of $ 388 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.

BBL and JL are operating in Hong Kong and are 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, 2022 and 2021 are as follows:

Three months ended March 31,

Loss before income taxes

1 unchanged sentence

Income tax expense at statutory rate

Net operating loss against valuation allowance

Tax adjustments

Income tax expense

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.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

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

As of March 31, 2022, the operation in Hong Kong incurred $ 212,045 of cumulative net operating losses which can be carried forward to offset future taxable income with no expiry.

The Company has provided for a full valuation allowance against the deferred tax assets of $ 34,987 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.

The following table sets forth the significant components of the deferred tax assets of the Company as of March 31, 2022 and December 31, 2021:

Deferred tax assets:

Net operating loss carryforwards

- United States

valuation allowance

( 1,017,257 )

( 1,013,406 )

Deferred tax assets, net

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, 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.

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.

Also, the Company formed a cooperation partnership with JJ Explorer whereas JJ Explorer invested to develop and maintained the operations of the Gagfare web and mobile application platforms in a term of 5 years, to be expired on January 31, 2021 .

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 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.

Also, the Company formed a cooperation partnership with JJ Explorer whereby JJ Explorer invested to develop and maintain the operations of the Gagfare web and mobile application platforms for a term of 5 years.

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.

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

However, the agreement was mutually terminated on February 28, 2022 and concurrently, the Company, through NMAPL entered into a Cooperation Agreement with JJ Explorer, whereby NMAPL was granted the right of use to the website and mobile application platform owned by JJ Explorer, for a term of 5 years.

The Company would share 50 % of its net earnings through the platform with JJ Explorer.

For the three months ended March 31, 2022 and 2021, as the Company had not generated any earnings, there are no service charges and payables due to JJ Explorer.

For the three months ended March 31, 2022 and 2021, the Company paid the service fee of $ 1,923 and $ 0 to certain shareholders for their service.

For the three months ended March 31, 2022 and 2021, the Company paid the salary of $ 1,346 and $ 0 to the director for his service.

Apart from the transactions and balances detailed elsewhere in these accompanying unaudited 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

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

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

2 unchanged sentences

(a) Major customers

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

For the three months ended March 31, 2022 and 2021, there were no customers exceeding 10 % of the Company’s revenue.

(b) Economic and political risk

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

As of March 31, 2022, the Company has no material commitments or contingencies.

As of March 31, 2022, the operating lease payment of $ 20,130 will become matured in the next 12 months.

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 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.

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, 2022, up through the date the Company presented the unaudited condensed consolidated financial statements.

The Company determined that there are no further events to be disclosed.

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