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re
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the quarterly period ended September 30, 2021
|
OR
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the transition period from ____________ to ___________
|
Commission File No. 000-52273
NEW MOMENTUM
CORPORATION
|
(Exact name of registrant as specified in its charter)
|
Nevada
|
|
88-0435998
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
150 Cecil Street
#08-01 Singapore 069543
(Address of principal executive offices, zip code)
+65 3105
1428
(Registrant’s telephone number, including area code)
___________________________________________________________
(Former name, former address and former fiscal year, if changed
since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
Indicate by check mark whether the issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes
☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
|
Emerging growth company
|
☐
|
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Exchange Act Rule 12b-2 of the Exchange Act): Yes
☐ No ☒
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes
☐ No ☐
APPLICABLE ONLY TO CORPORATE ISSUERS
As of October 20, 2021, there were 174,313,500 shares of
common stock, $0.001 par value per share, outstanding.
NEW MOMENTUM CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2021
INDEX
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This Quarterly Report on Form 10-Q of New Momentum Corporation, a
Nevada corporation (the “Company”), contains “forward-looking
statements,” as defined in the United States Private Securities
Litigation Reform Act of 1995. In some cases, you can identify
forward-looking statements by terminology such as “may”, “will”,
“should”, “could”, “expects”, “plans”, “intends”, “anticipates”,
“believes”, “estimates”, “predicts”, “potential” or “continue” or
the negative of such terms and other comparable terminology. These
forward-looking statements include, without limitation, statements
about our market opportunity, our strategies, competition, expected
activities and expenditures as we pursue our business plan, and the
adequacy of our available cash resources. Although we believe that
the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity,
performance or achievements. Actual results may differ materially
from the predictions discussed in these forward-looking statements.
The economic environment within which we operate could materially
affect our actual results. Additional factors that could materially
affect these forward-looking statements and/or predictions include,
among other things to product demand, market and customer
acceptance, competition, pricing, the exercise of the control over
us by Leung Tin Lung David, the Company’s sole director and
majority shareholder, and development difficulties, as well as
general industry and market conditions and growth rates and general
economic conditions; and other factors discussed in the Company’s
filings with the Securities and Exchange Commission (“SEC”).
Our management has included projections and estimates in this Form
10-Q, which are based primarily on management’s experience in the
industry, assessments of our results of operations, discussions and
negotiations with third parties and a review of information filed
by our competitors with the SEC or otherwise publicly available. We
caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made.
We disclaim any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after
the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
NEW MOMENTUM CORPORATION
INDEX TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(UNAUDITED)
NEW MOMENTUM CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Currency expressed in United States Dollars (“US$”),
except for number of shares)
|
|
September 30,
2021
|
|
|
December 31,
2020
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
ASSETS
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
36,578 |
|
|
$ |
64,496 |
|
Accounts receivable
|
|
|
753 |
|
|
|
374 |
|
Deposits, prepayments and other receivables
|
|
|
19,735 |
|
|
|
19,953 |
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
57,066 |
|
|
|
84,823 |
|
|
|
|
|
|
|
|
|
|
Non-current asset:
|
|
|
|
|
|
|
|
|
Right-of-use asset
|
|
|
31,368 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$ |
88,434 |
|
|
$ |
84,823 |
|
|
|
|
|
|
|
|
|
|
LIABILTIES AND SHAREHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
502 |
|
|
$ |
- |
|
Accrued liabilities and other payables
|
|
|
16,849 |
|
|
|
12,290 |
|
Amounts due to directors
|
|
|
277,007 |
|
|
|
199,949 |
|
Convertible promissory notes
|
|
|
21,164 |
|
|
|
33,444 |
|
Lease liabilities
|
|
|
25,400 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
340,922 |
|
|
|
245,683 |
|
|
|
|
|
|
|
|
|
|
Non-current liability
|
|
|
|
|
|
|
|
|
Lease liabilities
|
|
|
6,427 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
347,349 |
|
|
|
245,683 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
Preferred stock, Class A, $0.001 par value; 175,000,000 shares
authorized; 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;
171,913,500 and 340,268,500 shares issued and outstanding as at
September 30, 2021 and December 31, 2020
|
|
|
171,914 |
|
|
|
340,269 |
|
Additional paid in capital
|
|
|
4,278,506 |
|
|
|
4,054,600 |
|
Accumulated other comprehensive losses
|
|
|
7,360 |
|
|
|
(884 |
) |
Accumulated losses
|
|
|
(4,716,695 |
) |
|
|
(4,554,845 |
) |
|
|
|
|
|
|
|
|
|
Shareholders’ deficit
|
|
|
(258,915 |
) |
|
|
(160,860 |
) |
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
|
$ |
88,434 |
|
|
$ |
84,823 |
|
See accompanying notes to condensed consolidated financial
statements.
NEW MOMENTUM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
(Currency expressed in United States Dollars
(“US$”))
(Unaudited)
|
|
Three Months ended
September 30,
|
|
|
Nine Months ended
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue, net
|
|
$ |
300,497 |
|
|
$ |
5,872 |
|
|
$ |
968,271 |
|
|
$ |
5,894 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue
|
|
|
(299,107 |
) |
|
|
(5,214 |
) |
|
|
(964,540 |
) |
|
|
(5,214 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
1,390 |
|
|
|
658 |
|
|
|
3,731 |
|
|
|
680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses
|
|
|
(23,784 |
) |
|
|
(8,413 |
) |
|
|
(104,282 |
) |
|
|
(16,131 |
) |
Legal and professional fee
|
|
|
(2,511 |
) |
|
|
(5,001 |
) |
|
|
(55,814 |
) |
|
|
(17,640 |
) |
Total operating expenses
|
|
|
(26,295 |
) |
|
|
(13,414 |
) |
|
|
(160,096 |
) |
|
|
(33,771 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (expense) income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(1,143 |
) |
|
|
- |
|
|
|
(5,485 |
) |
|
|
- |
|
Sundry income
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
10,308 |
|
Interest income
|
|
|
- |
|
|
|
1 |
|
|
|
- |
|
|
|
1 |
|
Total other (expense) income
|
|
|
(1,143 |
) |
|
|
1 |
|
|
|
(5,485 |
) |
|
|
10,309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAXES
|
|
|
(26,048 |
) |
|
|
(12,755 |
) |
|
|
(161,850 |
) |
|
|
(22,782 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
|
(26,048 |
) |
|
|
(12,755 |
) |
|
|
(161,850 |
) |
|
|
(22,782 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation gain (loss)
|
|
|
6,925 |
|
|
|
(5 |
) |
|
|
8,244 |
|
|
|
(166 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE LOSS
|
|
$ |
(19,123 |
) |
|
$ |
(12,760 |
) |
|
$ |
(153,606 |
) |
|
$ |
(22,948 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding
|
|
|
171,576,326 |
|
|
|
303,973,473 |
|
|
|
234,555,203 |
|
|
|
108,706,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per share
|
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
See accompanying notes to condensed consolidated financial
statements.
NEW MOMENTUM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
(Currency expressed in United States Dollars
(“US$”))
(Unaudited)
|
|
Nine months ended September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
Net loss
|
|
$ |
(161,850 |
) |
|
$ |
(22,782 |
) |
Adjustment to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
Amortization of convertible note discount
|
|
|
1,556 |
|
|
|
- |
|
Depreciation of right-of-use asset
|
|
|
18,869 |
|
|
|
- |
|
Stock-based compensation expense
|
|
|
41,715 |
|
|
|
- |
|
Non-cash lease expenses
|
|
|
1,887 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Change in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(379 |
) |
|
|
(5,660 |
) |
Deposits, prepayments and other receivables
|
|
|
218 |
|
|
|
(307 |
) |
Accrued liabilities and other payables
|
|
|
5,061 |
|
|
|
8,578 |
|
Net cash used in operating activities
|
|
|
(92,923 |
) |
|
|
(20,171 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Advances from a director
|
|
|
77,058 |
|
|
|
67,901 |
|
Advance from related companies
|
|
|
- |
|
|
|
(22,840 |
) |
Payment of lease liabilities
|
|
|
(20,297 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
56,761 |
|
|
|
45,061 |
|
|
|
|
|
|
|
|
|
|
Effect on exchange rate change on cash and cash equivalents
|
|
|
8,244 |
|
|
|
(166 |
) |
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
|
(27,918 |
) |
|
|
24,724 |
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
|
64,496 |
|
|
|
9,343 |
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
|
$ |
36,578 |
|
|
$ |
34,067 |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
|
|
|
|
|
|
|
|
|
Cash paid for tax
|
|
$ |
- |
|
|
$ |
- |
|
Cash paid for interest
|
|
$ |
- |
|
|
$ |
- |
|
See accompanying notes to condensed consolidated financial
statements.
NEW MOMENTUM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS’ DEFICIT
(Currency expressed in United States Dollars (“US$”),
except for number of shares)
(Unaudited)
|
|
For the Three and Nine Months ended September 30, 2021 and
2020
|
|
|
|
Series A Preferred Stock
|
|
|
Common stock
|
|
|
Additional paid-in
|
|
|
Accumulated other comprehensive
|
|
|
Accumulated
|
|
|
Total shareholders’
|
|
|
|
No. of shares
|
|
|
Amount
|
|
|
No. of shares
|
|
|
Amount
|
|
|
capital
|
|
|
losses
|
|
|
losses
|
|
|
deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at January 1, 2020 (restated)
|
|
|
- |
|
|
$ |
- |
|
|
|
10,000,000 |
|
|
$ |
10,000 |
|
|
$ |
- |
|
|
$ |
(553 |
) |
|
$ |
(95,029 |
) |
|
$ |
(85,582 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(123 |
) |
|
|
- |
|
|
|
(123 |
) |
Net loss for the period
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
6,777 |
|
|
|
6,777 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at March 31, 2020
|
|
|
- |
|
|
|
- |
|
|
|
10,000,000 |
|
|
|
10,000 |
|
|
|
- |
|
|
|
(676 |
) |
|
|
(88,252 |
) |
|
|
(78,928 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(38 |
) |
|
|
- |
|
|
|
(38 |
) |
Net loss for the period
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(16,804 |
) |
|
|
(16,804 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at June 30, 2020
|
|
|
- |
|
|
|
- |
|
|
|
10,000,000 |
|
|
$ |
10,000 |
|
|
$ |
- |
|
|
$ |
(714 |
) |
|
$ |
(105,056 |
) |
|
$ |
(95,770 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for acquisition of legal acquirer
|
|
|
-
|
|
|
|
- |
|
|
|
310,868,500 |
|
|
|
310,869 |
|
|
|
-
|
|
|
|
- |
|
|
|
(310,869 |
) |
|
|
- |
|
Foreign currency translation adjustment
|
|
|
- |
|
|
|
- |
|
|
|
-
|
|
|
|
- |
|
|
|
- |
|
|
|
(5 |
) |
|
|
- |
|
|
|
(5 |
) |
Net loss for the period
|
|
|
- |
|
|
|
- |
|
|
|
-
|
|
|
|
- |
|
|
|
- |
|
|
|
-
|
|
|
|
(12,755 |
) |
|
|
(12,755 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at September 30, 2020
|
|
|
- |
|
|
$ |
- |
|
|
|
310,868,500 |
|
|
$ |
310,869 |
|
|
$ |
- |
|
|
$ |
(719 |
) |
|
$ |
(428,680 |
) |
|
$ |
(108,530 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at January 1, 2021 (audited)
|
|
|
- |
|
|
$ |
- |
|
|
|
340,268,500 |
|
|
$ |
340,269 |
|
|
$ |
4,054,600 |
|
|
$ |
(884 |
) |
|
$ |
(4,554,845 |
) |
|
$ |
(160,860 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
309 |
|
|
|
- |
|
|
|
309 |
|
Net loss for the period
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(39,408 |
) |
|
|
(39,408 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at March 31, 2021
|
|
|
- |
|
|
|
- |
|
|
|
340,268,500 |
|
|
|
340,269 |
|
|
|
4,054,600 |
|
|
|
(575 |
) |
|
|
(4,594,253 |
) |
|
|
(199,959 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of preferred stock and cancellation of common stock held by a
director
|
|
|
1 |
|
|
|
- |
|
|
|
(169,000,000 |
) |
|
|
(169,000 |
) |
|
|
169,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Shares issued for services
|
|
|
- |
|
|
|
|
|
|
|
150,000 |
|
|
|
150 |
|
|
|
41,565 |
|
|
|
- |
|
|
|
- |
|
|
|
41,715 |
|
Foreign currency translation adjustment
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,010 |
|
|
|
- |
|
|
|
1,010 |
|
Net loss for the period
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(96,394 |
) |
|
|
(96,394 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at June 30, 2021
|
|
|
1 |
|
|
|
- |
|
|
|
171,418,500 |
|
|
$ |
171,419 |
|
|
$ |
4,265,165 |
|
|
$ |
435 |
|
|
$ |
(4,690,647 |
) |
|
$ |
(253,628 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for conversion of promissory notes
|
|
|
- |
|
|
|
- |
|
|
|
495,000 |
|
|
|
495 |
|
|
|
13,341 |
|
|
|
- |
|
|
|
- |
|
|
|
13,836 |
|
Foreign currency translation adjustment
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
6,925 |
|
|
|
- |
|
|
|
6,925 |
|
Net loss for the period
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(26,048 |
) |
|
|
(26,048 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at September 30, 2021
|
|
|
1 |
|
|
$ |
- |
|
|
|
171,913,500 |
|
|
$ |
171,914 |
|
|
$ |
4,278,506 |
|
|
$ |
7,360 |
|
|
$ |
(4,716,695 |
) |
|
$ |
(258,915 |
) |
See accompanying notes to condensed consolidated financial
statements.
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)
(Unaudited)
1. DESCRIPTION OF BUSINESS AND ORGANIZATION
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.
Description of
subsidiaries
Name
|
|
Place of incorporation
and kind of
legal entity
|
|
Principal activities
|
|
Particulars of registered/ paid up share
capital
|
|
Effective interest
held
|
|
|
|
|
|
|
|
|
|
NEMO Holding Company Limited
|
|
British Virgin Islands
|
|
Investment holding
|
|
10,000 ordinary shares at par value of US$1
|
|
100%
|
|
|
|
|
|
|
|
|
|
Gagfare Limited
|
|
Hong Kong
|
|
Travel agency
|
|
500,000 ordinary shares of HK$500,000
|
|
100%
|
|
|
|
|
|
|
|
|
|
Beyond Blue Limited
|
|
Hong Kong
|
|
Hospitality investment
|
|
1
ordinary share of HK$1
|
|
100%
|
|
|
|
|
|
|
|
|
|
New Momentum Asia Pte. Ltd.
|
|
Singapore
|
|
Investment holding
|
|
1
ordinary share of SGD 1
|
|
100%
|
|
|
|
|
|
|
|
|
|
JPOPCOIN Limited
|
|
Hong Kong
|
|
Administrative service
|
|
5
ordinary shares of HK$5
|
|
100%
|
The Company and its subsidiaries are hereinafter referred to as
(the “Company”).
2. GOING CONCERN UNCERTAINTIES
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 $283,856 at September 30, 2021. In
addition, with respect to the ongoing and evolving coronavirus
(COVID-19) outbreak, which was designated as a pandemic by the
World Health Organization on March 11, 2020, the outbreak has
caused substantial disruption in international economies and global
trades and if repercussions of the outbreak are prolonged, could
have a significant adverse impact on the Company’s business.
The continuation of the Company as a going concern through the next
12 months is dependent upon the continued financial support from
its stockholders. Management believes the Company is currently
pursuing additional financing for its operations. However, there is
no assurance that the Company will be successful in securing
sufficient funds to sustain the operations.
These and other factors raise substantial doubt about the Company’s
ability to continue as a going concern. These condensed
consolidated financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and
classification of assets and liabilities that may result in the
Company not being able to continue as a going concern.
NEW MOMENTUM CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND
2020
(Currency expressed in United States Dollars (“US$”),
except for number of shares)
(Unaudited)
3. 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.
•
Basis of presentation
These accompanying condensed consolidated financial statements have
been prepared in U.S. Dollars in conformity with generally accepted
accounting principles in the United States of America (“U.S. GAAP”)
for interim financial information pursuant to the rules and
regulations of the Securities and Exchange Commission (the “SEC”).
Accordingly, they do not include all of the information and
footnotes required by U.S. GAAP for complete financial statements.
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.
•
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. 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. All
significant inter-company balances and transactions within the
Company have been eliminated upon consolidation.
•
Cash and cash equivalents
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.
•
Accounts receivable
Accounts receivable are recorded at the invoiced amount and do not
bear interest, which are due within contractual payment terms,
generally 30 to 90 days from completion of service. Credit is
extended based on evaluation of a customer's financial condition,
the customer credit-worthiness and their payment history. Accounts
receivable outstanding longer than the contractual payment terms
are considered past due. Past due balances over 90 days and over a
specified amount are reviewed individually for collectibility. At
the end of fiscal year, the Company specifically evaluates
individual customer’s financial condition, credit history, and the
current economic conditions to monitor the progress of the
collection of accounts receivables. The Company will consider the
allowance for doubtful accounts for any estimated losses resulting
from the inability of its customers to make required payments. For
the receivables that are past due or not being paid according to
payment terms, the appropriate actions are taken to exhaust all
means of collection, including seeking legal resolution in a court
of law. Account balances are charged off against the allowance
after all means of collection have been exhausted and the potential
for recovery is considered remote. 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.
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)
(Unaudited)
•
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.
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. Revenue is recognized
when performance obligations are satisfied and the customer obtains
control of promised goods or services. The amount of revenue
recognized reflects the consideration to which the Company expects
to be entitled to receive in exchange for goods or services. Under
the standard, a contract’s transaction price is allocated to each
distinct performance obligation. To determine revenue recognition
for arrangements that the Company determines are within the scope
of ASC 606, the Company performs the following five steps:
|
•
|
identify the contract with a customer;
|
|
•
|
identify the performance obligations in the contract;
|
|
•
|
determine the transaction price;
|
|
•
|
allocate the transaction price to performance obligations in the
contract; and
|
|
•
|
recognize revenue as the performance obligation is satisfied.
|
The Company records its revenue from booking income upon the ticket
booking service is rendered to travelers. The Company also records
its revenue from the sale of air tickets upon the confirmation and
issuance of tickets to the travelers.
•
Income taxes
The Company 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. Under paragraph 740-10-25-13, the Company may recognize
the tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained on
examination by the taxing authorities, based on the technical
merits of the position. The tax benefits recognized in the
condensed consolidated financial statements from such a position
should be measured based on the largest benefit that has a greater
than fifty percent (50%) likelihood of being realized upon ultimate
settlement. Paragraph 740-10-25-13 also provides guidance on
de-recognition, classification, interest and penalties on income
taxes, accounting in interim periods and requires increased
disclosures. The Company had no material adjustments to its
liabilities for unrecognized income tax benefits according to the
provisions of paragraph 740-10-25-13.
The estimated future tax effects of temporary differences between
the tax basis of assets and liabilities are reported in the
accompanying balance sheets, as well as tax credit carry-backs and
carry-forwards. 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 NINE MONTHS ENDED SEPTEMBER 30, 2021 AND
2020
(Currency expressed in United States Dollars (“US$”),
except for number of shares)
(Unaudited)
•
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 nine months
ended September 30, 2021 and 2020.
•
Foreign currencies translation
Transactions denominated in currencies other than the functional
currency are translated into the functional currency at the
exchange rates prevailing at the dates of the transaction. Monetary
assets and liabilities denominated in currencies other than the
functional currency are translated into the functional currency
using the applicable exchange rates at the balance sheet dates. The
resulting exchange differences are recorded in the condensed
consolidated statement of operations.
The reporting currency of the Company is United States Dollar
("US$") and the accompanying condensed consolidated financial
statements have been expressed in US$. In addition, the Company is
operating in Hong Kong and maintain its books and record in its
local currency, Hong Kong Dollars (“HKD”), which is a functional
currency as being the primary currency of the economic environment
in which their operations are conducted. In general, for
consolidation purposes, assets and liabilities of its subsidiary
whose functional currency is not US$ are translated into US$, in
accordance with ASC Topic 830-30, “ Translation of Financial
Statement”, using the exchange rate on the balance sheet date.
Revenues and expenses are translated at average rates prevailing
during the period. The gains and losses resulting from translation
of financial statements of foreign subsidiary are recorded as a
separate component of accumulated other comprehensive income within
the statements of changes in stockholder’s equity.
Translation of amounts from HKD into US$ has been made at the
following exchange rates for the nine months ended September 30,
2021 and 2020:
|
|
September 30, 2021
|
|
|
September 30, 2020
|
|
Period-end HKD:US$ exchange rate
|
|
|
0.12843 |
|
|
|
0.12903 |
|
Period average HKD:US$ exchange rate
|
|
|
0.12876 |
|
|
|
0.12891 |
|
Period-end SGD:US$ exchange rate
|
|
|
0.73550 |
|
|
|
- |
|
Period average SGD:US$ exchange rate
|
|
|
0.74687 |
|
|
|
- |
|
•
Comprehensive income
ASC Topic 220, “Comprehensive Income”, establishes
standards for reporting and display of comprehensive income, its
components and accumulated balances. Comprehensive income as
defined includes all changes in equity during a period from
non-owner sources. Accumulated other comprehensive income, as
presented in the accompanying condensed consolidated statements of
changes in stockholders’ equity, consists of changes in unrealized
gains and losses on foreign currency translation. This
comprehensive income is not included in the computation of income
tax expense or benefit.
•
Leases
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.
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)
(Unaudited)
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
The Company follows the ASC 850-10, Related Party for the
identification of related parties and disclosure of related party
transactions.
Pursuant to section 850-10-20 the related parties include a)
affiliates of the Company; b) entities for which investments in
their equity securities would be required, absent the election of
the fair value option under the Fair Value Option Subsection of
section 825–10–15, to be accounted for by the equity method by the
investing entity; c) trusts for the benefit of employees, such as
pension and Income-sharing trusts that are managed by or under the
trusteeship of management; d) principal owners of the Company; e)
management of the Company; f) other parties with which the Company
may deal if one party controls or can significantly influence the
management or operating policies of the other to an extent that one
of the transacting parties might be prevented from fully pursuing
its own separate interests; and g) other parties that can
significantly influence the management or operating policies of the
transacting parties or that have an ownership interest in one of
the transacting parties and can significantly influence the other
to an extent that one or more of the transacting parties might be
prevented from fully pursuing its own separate interests.
The condensed consolidated financial statements shall include
disclosures of material related party transactions, other than
compensation arrangements, expense allowances, and other similar
items in the ordinary course of business. However, disclosure of
transactions that are eliminated in the preparation of condensed
consolidated or combined financial statements is not required in
those statements. The disclosures shall include: a) the nature of
the relationship(s) involved; b) a description of the transactions,
including transactions to which no amounts or nominal amounts were
ascribed, for each of the periods for which income statements are
presented, and such other information deemed necessary to an
understanding of the effects of the transactions on the financial
statements; c) the dollar amounts of transactions for each of the
periods for which income statements are presented and the effects
of any change in the method of establishing the terms from that
used in the preceding period; 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)
(Unaudited)
•
Commitments and contingencies
The Company follows the ASC 450-20, Commitments to report
accounting for contingencies. Certain conditions may exist as of
the date the financial statements are issued, which may result in a
loss to the Company but which will only be resolved when one or
more future events occur or fail to occur. The Company assesses
such contingent liabilities, and such assessment inherently
involves an exercise of judgment. 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.
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. If the assessment indicates that a potentially material
loss contingency is not probable but is reasonably possible, or is
probable but cannot be estimated, then the nature of the contingent
liability, and an estimate of the range of possible losses, if
determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed
unless they involve guarantees, in which case the guarantees would
be disclosed. Management does not believe, based upon information
available at this time that these matters will have a material
adverse effect on the Company’s financial position, results of
operations or cash flows. 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.
•
Fair value of financial instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting
Standards Codification for disclosures about fair value of its
financial instruments and has adopted paragraph 820-10-35-37 of the
FASB Accounting Standards Codification (“Paragraph 820-10-35-37”)
to measure the fair value of its financial instruments. Paragraph
820-10-35-37 of the FASB Accounting Standards Codification
establishes a framework for measuring fair value in generally
accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. To increase consistency and
comparability in fair value measurements and related disclosures,
paragraph 820-10-35-37 of the FASB Accounting Standards
Codification establishes a fair value hierarchy which prioritizes
the inputs to valuation techniques used to measure fair value into
three (3) broad levels. The fair value hierarchy gives the highest
priority to quoted prices (unadjusted) in active markets for
identical assets or liabilities and the lowest priority to
unobservable inputs. The three (3) levels of fair value hierarchy
defined by paragraph 820-10-35-37 of the FASB Accounting Standards
Codification are described below:
Level 1
|
Quoted market prices available in active markets for identical
assets or liabilities as of the reporting date.
|
|
|
Level 2
|
Pricing inputs other than quoted prices in active markets included
in Level 1, which are either directly or indirectly observable as
of the reporting date.
|
|
|
Level 3
|
Pricing inputs that are generally observable inputs and not
corroborated by market data.
|
Financial assets are considered Level 3 when their fair values are
determined using pricing models, discounted cash flow methodologies
or similar techniques and at least one significant model assumption
or input is unobservable.
The fair value hierarchy gives the highest priority to quoted
prices (unadjusted) in active markets for identical assets or
liabilities and the lowest priority to unobservable inputs. If the
inputs used to measure the financial assets and liabilities fall
within more than one level described above, the categorization is
based on the lowest level input that is significant to the fair
value measurement of the instrument.
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)
(Unaudited)
•
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.
4. LEASE
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
|
|
|
|
|
|
|
(Audited)
|
|
|
|
|
|
|
|
|
Right-of-use assets
|
|
$ |
31,368 |
|
|
$ |
- |
|
The lease liability – right of use is as follows:
|
|
September 30, 2021
|
|
|
December 31, 2020
|
|
|
|
|
|
|
(Audited)
|
|
|
|
|
|
|
|
|
Current portion
|
|
$ |
25,400 |
|
|
$ |
- |
|
Non-current portion
|
|
|
6,427 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total lease liabilities
|
|
$ |
31,827 |
|
|
$ |
- |
|
The weighted average discount rate for the operating lease is
5%.
As of September 30, 2021, the operating lease payment of $26,992
will become matured in the next 12 months.
5. AMOUNT DUE TO DIRECTORS
The amount represented temporary advances to the Company by its
directors, which was unsecured, interest-free and had no fixed
terms of repayments.
NEW MOMENTUM CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND
2020
(Currency expressed in United States Dollars (“US$”),
except for number of shares)
(Unaudited)
6. SHAREHOLDERS’ DEFICIT
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.
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 169,000,000shares of
common stock purchased from Mr. Leung.
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 $13,836.
As of September 30, 2021 and December 31, 2020, 1 and 0 preferred
shares issued and outstanding.
As of September 30, 2021 and December 31, 2020, 171,913,500 and
340,268,500 common shares issued and outstanding.
7. INCOME TAX
The Company mainly operates in Hong Kong that is subject to taxes
in the governing jurisdictions in which it operates. The effective
tax rate in the period presented is the result of the mix of income
earned in various tax jurisdictions that apply a broad range of
income tax rate, as follows:
United States of America
NNAX is registered in the State of Nevada and is subject to US
federal corporate income tax. The U.S. Tax Cuts and Jobs Act (the
“Tax Reform Act”) was signed into law. The Tax Reform Act
significantly revised the U.S. corporate income tax regime by,
among other things, lowering the U.S. corporate tax rate from 35%
to 21% effective January 1, 2018. The Company’s policy is to
recognize accrued interest and penalties related to unrecognized
tax benefits in its income tax provision. The Company has not
accrued or paid interest or penalties which were not material to
its results of operations for the periods presented. Deferred tax
asset is not provided for as the tax losses may not be able to
carry forward after a change in substantial ownership of the
Company in July 2020.
BVI
Under the current BVI law, the Company is not subject to tax on
income.
Singapore
The Company’s operating subsidiary is registered in Republic of
Singapore and is subject to the Singapore corporate income tax at a
standard income tax rate of 17% on the assessable income arising in
Singapore during its tax year. No assessable income was generated
in Singapore during the nine months ended September 30, 2021 and
there was no provision for income tax.
NEW MOMENTUM CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND
2020
(Currency expressed in United States Dollars (“US$”),
except for number of shares)
(Unaudited)
Hong Kong
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,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
$ |
(60,682 |
) |
|
$ |
(22,782 |
) |
Statutory income tax rate
|
|
|
16.5 |
% |
|
|
16.5 |
% |
Income tax expense at statutory rate
|
|
|
(10,013 |
) |
|
|
(3,759 |
) |
Net operating loss against valuation allowance
|
|
|
10,013 |
|
|
|
3,759 |
|
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.
8. RELATED PARTY TRANSACTIONS
From time to time, the directors of the Company advanced funds to
the Company for working capital purpose. 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 $199,949, respectively. The amounts due to
the related parties are unsecured, non-interest bearing and have no
fixed terms of repayment.
Apart from the transactions and balances detailed elsewhere in
these accompanying condensed consolidated financial statements, the
Company has no other significant or material related party
transactions during the periods presented.
NEW MOMENTUM CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND
2020
(Currency expressed in United States Dollars (“US$”),
except for number of shares)
(Unaudited)
9. CONCENTRATIONS OF RISK
The Company is exposed to the following concentrations of risk:
(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.
(b) Economic and political risk
The Company’s major operations are conducted in Hong Kong.
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.
(c) Exchange rate risk
The Company cannot guarantee that the current exchange rate will
remain steady; therefore there is a possibility that the Company
could post the same amount of profit for two comparable periods and
because of the fluctuating exchange rate actually post higher or
lower profit depending on exchange rate of HKD converted to US$ on
that date. 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.
10. COMMITMENTS AND CONTINGENCIES
As of September 30, 2021, the Company has no material commitments
or contingencies.
11. 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.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following information should be read in conjunction with (i)
the financial statements of New Momentum Corporation, a Nevada
corporation (the “Company”), and the notes thereto appearing
elsewhere in this Form 10-Q together with (ii) the more detailed
business information and the December 31, 2020 audited financial
statements and related notes included in the Company’s Form 10-K
(File No. 000-52273; the “Form 10-K”), as filed with the Securities
and Exchange Commission on March 26, 2020. Statements in this
section and elsewhere in this Form 10-Q that are not statements of
historical or current fact constitute “forward-looking”
statements.
OVERVIEW
The Company was incorporated in the State of Nevada on July 1,
1999, and established a fiscal year end of December 31.
Going Concern
To date the Company has little operations or revenues and
consequently has incurred recurring losses from operations. No
revenues are anticipated until we complete the financing we
endeavor to obtain, as described in the Form 10-K, and implement
our initial business plan. The ability of the Company to continue
as a going concern is dependent on raising capital to fund our
business plan and ultimately to attain profitable operations.
Accordingly, these factors raise substantial doubt as to the
Company’s ability to continue as a going concern.
Our activities have been financed from related-party loans and the
proceeds of share subscriptions. During October 2015, the Company
raised a total of $300,500 in cash from offerings of our common
stock. We have no outstanding loans.
The Company plans to raise additional funds through debt or equity
offerings. There is no guarantee that the Company will be able to
raise any capital through this or any other offerings.
PLAN OF OPERATION
We are an early stage corporation and have generated revenues of
$968,271 and $237,980 from our business for the nine months ended
September 30, 2021 and for the year ended December 31, 2020,
respectively. We have developed and operate an online ticketing
platform named Gagfare.com, which provides a ticketing system for
individuals and agencies to search, book and issue flight tickets
and other services. During the 12 months following the date of
filing of this Annual Report on Form 10-K, will be focused on
attempting to raise $10,000,000 of funds to expand our business. We
have no assurance that future financing will materialize. If that
financing is not available, we may be unable to continue. However,
if such public financing is not available, we could fail to satisfy
our future cash requirements. We have no assurance that future
financing will materialize. If that financing is not available we
may be unable to continue. Management believes that if subsequent
private placements are successful, we will be able to generate
sales revenue within the following twelve months thereof. However,
additional equity financing may not be available to us on
acceptable terms or at all, and thus we could fail to satisfy our
future cash requirements.
If we are unsuccessful in raising the additional proceeds through a
private placement offering we will then have to seek additional
funds through debt financing, which would be highly difficult for
an early-stage company to secure. Therefore, the Company is highly
dependent upon the success of the anticipated private placement
offering and failure thereof would result in the Company having to
seek capital from other sources such as debt financing, which may
not even be available to the Company. However, if such financing
were available, because we are an early stage company, it would
likely have to pay additional costs associated with high risk loans
and be subject to an above market interest rate. At such time these
funds are required, management would evaluate the terms of such
debt financing and determine whether the business could sustain
operations and growth and manage the debt load. If we cannot raise
additional proceeds via a private placement of its common stock or
secure debt financing it would be required to cease business
operations. As a result, investors in our common stock would lose
all of their investment.
With new investors joining, the Company is operating a travel
services businesses, which includes an online ticketing platform
Gagfare, which provides to travelers a “Book Now, Pay Later”
business model, for travelers to secure the best fares and reserve
flights well ahead of time. The Company will also become the
driving force behind a bold new hospitality concept that takes
nature lovers and intrepid travelers to exciting new and
established destinations. The curated collection of boutique
properties, each with a focus on diving, sustainability,
conservation, and cultural authenticity, offers a thoroughly
contemporary travel experience that is intrinsically linked to the
destination, its heritage and its culture.
RESULTS OF OPERATIONS
Comparison of the Three Months ended September 30, 2021 and
2020
As of September 30, 2021, we suffered from a working capital
deficit of $297,692. As a result, our continuation as a going
concern is dependent upon improving our profitability and the
continuing financial support from our stockholders or other capital
sources. Management believes that the continuing financial support
from the existing shareholders and external financing will provide
the additional cash to meet our obligations as they become due. Our
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.
The following table sets forth certain operational data for the
three months ended September 30, 2021 and 2020:
|
|
Three Months Ended September 30,
|
|
|
|
2021
|
|
|
2020
|
|
Revenues
|
|
$ |
300,497 |
|
|
$ |
5,872 |
|
Cost of revenue
|
|
|
(299,107 |
) |
|
|
(5,214 |
) |
Gross profit
|
|
|
1,390 |
|
|
|
658 |
|
General and administrative expenses
|
|
|
(26,295 |
) |
|
|
(13,414 |
) |
Other (expense) income
|
|
|
(1,143 |
) |
|
|
1 |
|
Loss before Income Taxes
|
|
|
(26,048 |
) |
|
|
(12,755 |
) |
Income tax expense
|
|
|
- |
|
|
|
- |
|
Net loss
|
|
|
(26,048 |
) |
|
|
(12,755 |
) |
Revenue. We generated revenues of $300,497 and $5,872 for
the three months ended September 30, 2021 and 2020.
Cost of Revenue. Cost of revenue for the three months
ended September 30, 2021 and 2020, was $299,107 and $5,214,
respectively. Cost of revenue increased primarily as a result of
the increase in our business volume.
Gross Profit. We achieved a gross profit of $1,390 and
$658 for the three months ended September 30, 2021 and 2020,
respectively. The increase in gross profit is primarily
attributable to the increase in our business volume.
General and Administrative Expenses (“G&A”). We
incurred G&A expenses of $26,295 and $13.414 for the three
months ended September 30, 2021 and 2020, respectively. The
increase in G&A is primarily attributable to the increase in
business volume.
Income Tax Expense. Our income tax expenses for the three
months ended September 30, 2021 and 2020 were $0.
Net Loss. During the three months ended September 30,
2021, we incurred a net loss of $26,048, as compared to $12,755 for
the three months ended September 30, 2020.
Comparison of the Nine Months ended September 30, 2021 and
2020
The following table sets forth certain operational data for the
nine months ended September 30, 2021 and 2020:
|
|
Nine Months Ended September 30,
|
|
|
|
2021
|
|
|
2020
|
|
Revenues
|
|
$ |
968,271 |
|
|
$ |
5,894 |
|
Cost of revenue
|
|
|
(964,540 |
) |
|
|
(5,214 |
) |
Gross profit
|
|
|
3,731 |
|
|
|
680 |
|
General and administrative expenses
|
|
|
(160,096 |
) |
|
|
(33,771 |
) |
Other (expense) income
|
|
|
(5,485 |
) |
|
|
10,309 |
|
Loss before Income Taxes
|
|
|
(161,850 |
) |
|
|
(22,782 |
) |
Income tax expense
|
|
|
- |
|
|
|
- |
|
Net loss
|
|
|
(161,850 |
) |
|
|
(22,782 |
) |
Revenue. We generated revenues of $968,271 and $5,894 for
the nine months ended September 30, 2021 and 2020.
Cost of Revenue. Cost of revenue for the nine months ended
September 30, 2021 and 2020, was $964,540 and $5,214, respectively.
Cost of revenue increased primarily as a result of the increase in
our business volume.
Gross Profit. We achieved a gross profit of $3,731 and
$680 for the nine months ended September 30, 2021 and 2020,
respectively. The increase in gross profit is primarily
attributable to the increase in our business volume.
General and Administrative Expenses (“G&A”). We
incurred G&A expenses of $160,096 and $33,771 for the nine
months ended September 30, 2021 and 2020, respectively. The
increase in G&A is primarily attributable to the increase in
business volume.
Income Tax Expense. Our income tax expenses for the nine
months ended September 30, 2021 and 2020 were $0.
Net Loss. During the nine months ended September 30, 2021,
we incurred a net loss of $161,850, as compared to $22,782 for the
nine months ended September 30, 2020.
Liquidity and Capital Resources
As of September 30, 2021, we had cash and cash equivalents of
$36,578, accounts receivable of $753, deposits, prepayments and
other receivables of $19,735.
We believe that our current cash and other sources of liquidity
discussed below are adequate to support general operations for at
least the next 12 months.
|
|
Nine Months Ended September 30,
|
|
|
|
2021
|
|
|
2020
|
|
Net cash used in operating activities
|
|
$ |
(92,923 |
) |
|
$ |
(20,171 |
) |
Net cash provided by investing activities
|
|
|
- |
|
|
|
- |
|
Net cash provided by financing activities
|
|
|
56,761 |
|
|
|
45,061 |
|
Net Cash Used In Operating Activities.
For the nine months ended September 30, 2021, net cash used in
operating activities was $92,923, which consisted primarily of a
net loss of $161,850, offset by a depreciation of right-of-use
asset of $18,869, amortization of convertible note discount of
$1,556, non-cash expenses related to lease liabilities of $1,887,
stock-based compensation of $41,715, an increase in accounts
receivables of $379 a decrease in deposits, prepayments and other
receivables of $218 and an increase in accrued liabilities and
other payables of $5,061.
For the nine months ended September 30, 2020, net cash used in
operating activities was $20,171, which consisted primarily of a
net loss of $22,782, offset by an increase in accounts receivables
of $5,660, an increase in deposits, prepayments and other
receivables of $307 and an increase in accrued liabilities and
other payable of $8,578.
We expect to continue to rely on cash generated through financing
from our existing shareholders and private placements of our
securities, however, to finance our operations and future
acquisitions.
Net Cash Provided By Investing Activities.
For the nine months ended September 30, 2021 and 2020, there are no
net cash provided by investing activities.
Net Cash Provided By Financing Activities.
For the nine months ended September 30, 2021, net cash provided by
financing activities was $56,761 consisting primarily of $20,297
payment of lease liabilities, offset by $77,058 advances from
directors.
For the nine months ended September 30, 2020, net cash provided by
financing activities was $45,061 consisting primarily of $22,840
repayment to related companies of the Company, offset by $67,901
advances from directors.
COVID-19
We continue to evaluate the impact of the COVID-19 pandemic on the
industry and our Company and have concluded that while it is
reasonably possible that the virus could have a negative effect on
our financial position and results of our operations, the specific
impact is not readily determinable as of the date of this filing.
Our financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Off-Balance Sheet Arrangements
We had no off-balance sheet arrangements for the nine months ended
September 30, 2021.
Subsequent Events
None through date of this filing.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.
As a smaller reporting company (as defined in Rule 12b-2 of the
Exchange Act), we are not required to provide the information
called for by this Item 3.
ITEM 4. CONTROLS AND
PROCEDURES.
Evaluation of disclosure controls and
procedures
Our management, with the participation of our President and Chief
Executive Officer, who acts as both our principal executive officer
and principal financial officer, evaluated the effectiveness of our
disclosure controls and procedures as defined in Rule 13a-15(e)
under the Exchange Act as of the end of the period covered by this
Quarterly Report on Form 10-Q. In designing and evaluating the
disclosure controls and procedures, our management recognized that
any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the
desired control objectives. In addition, the design of disclosure
controls and procedures must reflect the fact that there are
resource constraints and that management is required to apply its
judgment in evaluating the benefits of possible controls and
procedures relative to their costs. The design of any disclosure
controls and procedures also is based in part upon certain
assumptions about the likelihood of future events and there can be
no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.
Based on that evaluation, our President and chief financial officer
concluded that, as of September 30, 2021, our disclosure controls
and procedures were not effective to provide reasonable assurance
that information we are required to disclose in reports that we
file or submit under the Exchange Act is (i) recorded, processed,
summarized and reported within the time periods specified in SEC
rules, regulations and forms, and (ii) that such information is
accumulated and communicated to our management, including our
President and Chief Executive Officer, as appropriate, to allow
timely decisions regarding required disclosure.
Changes in internal control over financial
reporting
Our management, with the participation of our President and Chief
Executive Officer, who acts as both our principal executive officer
and principal financial officer, has concluded there were no
significant changes in our internal controls over financial
reporting that occurred during this quarter that have materially
affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is not currently subject to any legal proceedings. From
time to time, the Company may become subject to litigation or
proceedings in connection with its business, as either a plaintiff
or defendant. There are no such pending legal proceedings to which
the Company is a party that, in the opinion of management, is
likely to have a material adverse effect on the Company’s business,
financial condition or results of operations.
ITEM 1A. RISK FACTORS
As a smaller reporting company (as defined in Rule 12b-2 of the
Exchange Act), we are not required to provide the information
called for by this Item 1A.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR
SECURITIES.
None.
ITEM 4. MINE SAFETY
DISCLOSURES.
Not applicable.
ITEM 5. OTHER
INFORMATION.
Stock Purchase
Agreement
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. Leung.
Risk
Factor
Leung Tin Lung David beneficially owns and has the right to
vote 100% of our Series A Preferred Stock, which has voting power
equal to 110% of the total voting rights of the Company’s common
stock. As a result, Mr. Leung has controlling voting power in all
matters submitted to our stockholders for approval
including:
|
·
|
The election of our board of directors;
|
|
·
|
The amendment of our Articles of Incorporation or bylaws;
|
|
·
|
The adoption of measures that could delay or prevent a change in
control or impede a merger, takeover or other business combination
involving us.
|
As a result of his ownership and position, Mr. Leung is able to
substantially influence all matters requiring stockholder approval,
including the election of directors and approval of significant
corporate transactions. Mr. Leung’s stock ownership may discourage
a potential acquirer from making a tender offer or otherwise
attempting to obtain control of us, which in turn could reduce our
stock price or prevent our stockholders from realizing a premium
over our stock price.
ITEM 6. EXHIBITS.
(a) The following Exhibits, as required by Item 601 of Regulation
SK, are attached or incorporated by reference, as stated below.
Number
|
|
Description
|
|
|
|
2.1
|
|
Share Exchange Agreement, dated July 6, 2020, by and among the New
Momentum Corporation, Nemo Holding Corp., a British Virgin Islands
corporation (“Nemo Holding”), and the holders of common shares of
Nemo Holding (5)
|
3.1.1
|
|
Articles of Incorporation, dated July 1, 1999 (1)
|
3.1.2
|
|
Amended and Restated Articles of Incorporation, dated December 9,
2010 (2)
|
3.1.3
|
|
Certificate of Correction, dated April 1, 2011*
|
3.1.4
|
|
Certificate of Amendment to Articles of Incorporation, dated June
18, 2020 (5)
|
3.1.5
|
|
Certificate of Designation for Series A Preferred Stock, dated
March 11, 2021 (6)
|
3.2
|
|
Bylaws (3)
|
31.1
|
|
Certification of Principal Executive
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.*
|
31.2
|
|
Certification of Principal Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.*
|
32.1
|
|
Certification of Principal Executive
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.*
|
32.2
|
|
Certification of Principal Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.*
|
101.INS
|
|
XBRL Instance Document*+
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document*+
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document*+
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document*+
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document*+
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document*+
|
_______________
(1)
|
Incorporated by reference to the Registrant’s Registration
Statement on Form SB-2 (File No. 333-54002), filed with the
Securities and Exchange Commission on January 19, 2001.
|
(2)
|
Incorporated by reference to the Registrant’s Definitive
Information Statement on Schedule 14C (File No. 000-52273), filed
with the Securities and Exchange Commission on November 17,
2010.
|
(3)
|
Incorporated by reference to the Registrant’s Annual Report on Form
10-K (File No. 000-52273), filed with the Securities and Exchange
Commission on April 17, 2015.
|
(4)
|
Incorporated by reference to the Registrant’s Annual Report on Form
10-KSB (File No. 000-52273), filed with the Securities and Exchange
Commission on April 14, 2006.
|
(5)
|
Incorporated by reference to the Registrant’s Current Report on
Form 8-K (File No. 000-52273) dated filed with the Securities and
Exchange Commission on July 8, 2020.
|
(6)
|
Incorporated by reference to the Registrant’s Annual Report on Form
10-K (File No. 000-52273) dated filed with the Securities and
Exchange Commission on March 26, 2021.
|
*Filed herewith.
+ XBRL (Extensible Business Reporting Language) information is
furnished and not filed or a part of a registration statement or
prospectus for purposes of Sections 11 or 12 of the Securities Act
of 1933, as amended, is deemed not filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, and otherwise
is not subject to liability under these sections.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
|
NEW MOMENTUM CORPORATION
|
|
|
|
|
Date: November 15, 2021
|
By:
|
/s/ Leung Tin Lung David
|
|
|
Name:
|
Leung Tin Lung David
|
|
|
Title:
|
President and Chief Executive Officer
(principal executive officer, principal accounting officer and
principal financial officer)
|
|
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