SEC Info - New Momentum Corp. - ‘10-Q’ for 9/30/23

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		Alternative Formats (Word, et al.) Controls and Procedures Defaults Upon Senior Securities Exhibits Financial Statements Item 1 Item 1A Item 2 Item 3 Item 4 Item 5 Item 6 Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Mine Safety Disclosures Notes to Unaudited Condensed Consolidated Financial Statements Other Information Part I. Financial Information Part Ii. Other Information Quantitative and Qualitative Disclosures About Market Risk Risk Factors Signatures Table of Contents Unaudited Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2023 and 2022 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2023 and 2022 Unaudited Condensed Consolidated Statements of Shareholders' Deficit for Three and Nine Months ended September 30, 2023 and 2022 Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Table of Contents
"	Part I. Financial Information
"	Item 1
"	Financial Statements
"	Unaudited Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022
"	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2023 and 2022
"	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2023 and 2022
"	Unaudited Condensed Consolidated Statements of Shareholders' Deficit for Three and Nine Months ended September 30, 2023 and 2022
"	Notes to Unaudited Condensed Consolidated Financial Statements
"	Item 2
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 3
"	Quantitative and Qualitative Disclosures About Market Risk
"	Item 4
"	Controls and Procedures
"	Part Ii. Other Information
"	Legal Proceedings
"	Item 1A
"	Risk Factors
"	Unregistered Sales of Equity Securities and Use of Proceeds
"	Defaults Upon Senior Securities
"	Mine Safety Disclosures
"	Item 5
"	Other Information
"	Item 6
"	Exhibits
"	Signatures

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(Former name, former address and former fiscal year, if changed since last report)

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. i 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 such files). i 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):

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 i ☐ 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 ☐

As of October 31, 2023, there were i 235,586,359 shares of common stock, $0.001 par value per share, outstanding.

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.

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

See accompanying notes to unaudited condensed consolidated financial statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

See accompanying notes to unaudited condensed consolidated financial statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

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

See accompanying notes to unaudited condensed consolidated financial statements.

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

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.

On December 1, 2022, the Company issued i 1,518,987 shares of its common stock to pay off the i 1800 Notes with principal of $ i 12,000 at the conversion price of $ i 0.0079 per share.

On January 6, 2023, the Company issued i 3,571,429 shares of its common stock to pay off the i 1800 Notes with principal of $ i 20,000 at the conversion price of $ i 0.0056 per share.

On March 15, 2023, the Company issued i 4,761,905 shares of its common stock to pay off the i 1800 Notes with principal of $ i 10,000 at the conversion price of $ i 0.0021 per share.

On March 21, 2023, the Company issued i 4,761,905 shares of its common stock to pay off the i 1800 Notes with principal of $ i 10,000 at the conversion price of $ i 0.0021 per share.

On June 9, 2023, the Company issued i 5,882,353 shares of its common stock to pay off the i 1800 Notes with principal of $ i 10,000 at the conversion price of $ i 0.0017 per share.

On August 2, 2023, the Company issued i 7,307,692 shares of its common stock to pay off the i 1800 Notes with principal of $ i 6,750 and interest payable of $2,750 at the conversion price of $ i 0.0013 per share.

On August 21, 2023, the Company issued i 10,000,000 shares of its common stock to pay off the i 1800 Notes with principal of $ i 9,750 at the conversion price of $ i 0.000975 per share.

As of September 30, 2023 and December 31, 2022, i 213,972,819 and i 177,687,535 shares of common stock were issued and outstanding respectively.

On October 14, 2020, the Company approved a Share Incentive Option Plan whereby an aggregate of twenty million ( i 20,000,000) shares of common stock were initially reserved for issuance upon exercise of stock options under the Plan. As of September 30, 2023, i 19,650,000 stock of common shares have been issued under the Plan.

i The Plan shall remain in effect for a period of ten (10) years from the effective date of October 14, 2020 for the granting of options and until all options granted under the Plan have been exercised or expired, or vested or forfeited.

NNAX is registered in the State of Nevada and is subject to US federal corporate income tax of i 21%. 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 as they were not material to its results of operations for the periods presented.

As of September 30, 2023, the operations in the United States of America incurred $ i 4,843,555 of cumulative net operating losses which can be carried forward indefinitely to offset future taxable income. The Company has provided for a full valuation allowance against the deferred tax assets of $ i 1,017,147 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 i 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, 2023 and there was no provision for income tax.

As of September 30, 2023, the operation in Singapore incurred $ i 5,282 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 $ i 898 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 reconciliation of income tax rate to the effective income tax rate for the nine months ended September 30, 2023 and 2022 are as follows:

GL, BBL and JL are operating in Hong Kong and are subject to i 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, 2023 and 2022 are as follows:

As of September 30, 2023, the operations in Hong Kong incurred $ i 330,598 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 $ i 54,549 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.

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 years presented.

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, 2022 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 April 18, 2023. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.

The Company was incorporated in the State of Nevada on July 1, 1999 and established a fiscal year end of December 31.

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 convertible notes. During the year ended December 31, 2022, the Company issued promissory note of principal $215,000.

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.

We generated revenues of $206,073 and $630,462 from our business for the nine months ended September 30, 2023 and 2022, respectively. We 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 Form 10-Q, we 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.

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.

As of September 30, 2023, we suffered from a working capital deficit of $679,938. 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 in the next twelve months. 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, 2023 and 2022:

Revenue. We generated revenues of $25,306 and $331,392 for the three months ended September 30, 2023 and 2022 respectively, due to the decreased transactions in ticket booking during 2023.

Cost of Revenue. Cost of revenue for the three months ended September 30, 2023 and 2022, was $21,488 and $330,121, respectively. Cost of revenue decreased primarily as a result of the decrease in our business volume.

Gross Profit. We achieved a gross profit of $3,818 and $1,271 for the three months ended September 30, 2023 and 2022, respectively, due to the differing mix of customers who earned better margins during the period.

Other Expense. We incurred other expense of $32,062 and $4,320 for the three months ended September 30, 2023 and 2022, respectively. The increase in other expense is primarily attributable to default interest on convertible notes, increase in amortization of convertible notes discount and interest on convertible notes as most of the promissory notes were issued subsequent to June 2022. Further, in the period ended September 2022, government subsidies were received due to covid 19 pandemic which ceased thereafter.

General and Administrative Expenses (“G&A”). We incurred G&A expenses of $38,396 and $62,401 for the three months ended September 30, 2023 and 2022, respectively. The decrease in G&A is primarily attributable to decrease in overseas travelling expenses during 2023, as compared to 2022.

Income Tax Expense. Our income tax expenses for the three months ended September 30, 2023 and 2022 were $0 and $0.

Net Loss. As a result of the above, during the three months ended September 30, 2023, we incurred a net loss of $66,640, as compared to $65,450 for the three months ended September 30, 2022.

The following table sets forth certain operational data for the six months ended September 30, 2023 and 2022:

Revenue. We generated revenues of $206,073 and $630,462 for the nine months ended September 30, 2023 and 2022 respectively, due to the decreased transactions in ticket booking during 2023.

Cost of Revenue. Cost of revenue for the nine months ended September 30, 2023 and 2022, was $201,926 and $628,012, respectively. Cost of revenue decreased primarily as a result of the decrease in our business volume.

Gross Profit. We achieved a gross profit of $4,147 and $2,450 for the nine months ended September 30, 2023 and 2022, respectively due to the differing mix of customers who earned better margins during the period.

Other (Expense) Income. We incurred other (expense) income of $(47,406) and $8,623 for the nine months ended September 30, 2023 and 2022, respectively. The increase in other expense is primarily attributable to default interest on convertible note, increase in amortization of convertible note discount and interest on convertible note as most of the promissory notes were issued subsequent to June 2022. Further, in the period ended September 2022, government subsidies were received due to covid 19 pandemic which ceased thereafter.

General and Administrative Expenses (“G&A”). We incurred G&A expenses of $195,488 and $125,246 for the nine months ended September 30, 2023 and 2022, respectively. The increase in G&A is primarily attributable to increase in legal and professional fee related to business development during 2023, as compared to 2022.

Income Tax Expense. Our income tax expenses for the nine months ended September 30, 2023 and 2022 were $0 and $0.

Net Loss. As a result of the above, during the nine months ended September 30, 2023, we incurred a net loss of $238,747, as compared to $114,173 for the nine months ended September 30, 2022.

As of September 30, 2023, we had cash and cash equivalents of $22,717, accounts receivable of $898, deposits, prepayments and other receivables of $19,552.

For the nine months ended September 30, 2023, net cash used in operating activities was $119,108, which consisted primarily of net loss of $238,747, an decrease in accounts payable of $5,258, offset by amortization of convertible note discount of $9,848, depreciation of right-of-use asset of $20,020, non-cash expense related to lease liabilities of $1,681, non-cash financing cost of $37,761, a decrease in trade receivables of $23,307, a decrease in deposits and prepayment of $12,105, an increase in accrued liabilities and other payables of $20,175.

For the nine months ended September 30, 2022, net cash used in operating activities was $36,762, which consisted primarily of a net loss of $114,173, offset by amortization of convertible note discount of $2,377, depreciation of right-of-use asset of $18,709, non-cash expense related to lease liabilities of $958, non-cash financing cost of $3,045, a decrease in accounts receivables of $9,326, an increase in accounts payable of $33,403, an increase in contract liabilities of $3,224, an increase in accrued liabilities and other payables of $16,902 and an increase in deposits, prepayments and other receivables of $10,533.

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.

For the nine months ended September 30, 2023 and 2022, there are no net cash provided by investing activities.

For the nine months ended September 30, 2023, net cash provided by financing activities was $82,170 consisting primarily of $21,079 payment of lease liabilities and $80,306 advance from director and $22,943 advance from shareholder.

For the nine months ended September 30, 2022, net cash provided by financing activities was $145,816 consisting primarily of $20,254 payment of lease liabilities, offset by $1,070 advances from directors, and $165,000 proceeds from issuance of convertible not

We continue to monitor the global tensions being presently experienced resulting in rising cost, shortage of fuel and potentially the global economic depression which could have a significant negative effect on our financial position and results of our operations, the specific impact of which 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.

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.

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, 2023, 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. In the meantime, management has engaged external consultants to minimize risk and ascertain compliance.

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.

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.

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.

(a) The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below.

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.

Large accelerated filer	☐	Accelerated filer	☐
i Non-accelerated Filer	☒	Smaller reporting company	i ☒
		Emerging growth company	i ☐

Index		Page

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements.	F-1

	Unaudited Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022.	F-1

	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2023 and 2022	F-2

	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2023 and 2022.	F-3

	Unaudited Condensed Consolidated Statements of Shareholders’ Deficit for Three and Nine Months ended September 30, 2023 and 2022.	F-4

	Notes to Unaudited Condensed Consolidated Financial Statements.	F-5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	4

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	7

Item 4.	Controls and Procedures.	7

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings.	9

Item 1A.	Risk Factors.	9

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	9

Item 3.	Defaults Upon Senior Securities.	9

Item 4.	Mine Safety Disclosures.	9

Item 5.	Other Information.	9

Item 6.	Exhibits.	10

Signatures		11

	As of September 30,			As of December 31,
	2023			2022
				(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	i 22,717		$	i 59,247
Accounts receivable		i 898			i 24,205
Deposits, prepayments and other receivables		i 19,552			i 31,657

Total current assets		i 43,167			i 115,109

Non-current asset:
Right-of-use assets		i 33,370			i -

TOTAL ASSETS	$	i 76,537		$	i 115,109

LIABILTIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	i 9,183		$	i 17,191
Accrued liabilities and other payables		i 118,043			i 87,232
Amount due to a director		i 311,529			i 231,223
Amount due to a shareholder		i 77,202			i 54,259
Lease liabilities		i 27,023			i -
Convertible promissory notes, net		i 180,125			i 209,652

Total current liabilities		i 723,105			i 599,557

Non-Current liabilities:
Lease liabilities		i 6,969			i -

TOTAL LIABILITIES		i 730,074			i 599,557

Commitments and contingencies		i -			i -

SHAREHOLDERS’ DEFICIT
Preferred stock, Class A, $ i 0.001 par value; i 175,000,000 shares authorized; i 1 share issued and outstanding as at September 30, 2023 and December 31, 2022 respectively		i -			i -
Common stock, $ i 0.001 par value; i 500,000,000 shares authorized; i 213,972,819 shares and i 177,687,535 shares issued and outstanding as at September 30, 2023 and December 31, 2022, respectively		i 213,973			i 177,688
Additional paid in capital		i 4,402,058			i 4,369,093
Accumulated other comprehensive income		i 640			i 232
Accumulated deficit		( i 5,270,208	)		( i 5,031,461	)

Shareholders’ deficit		( i 653,537	)		( i 484,448	)

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	i 76,537		$	i 115,109

	Nine months ended September 30,
	2023			2022

Cash flows from operating activities:
Net loss	$	( i 238,747	)	$	( i 114,173	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of convertible note discount		i 9,848			i 2,377
Depreciation of right-of-use assets		i 20,020			i 18,709
Non-cash lease expense		i 1,681			i 958
Non-cash financing cost		i 37,761			i 3,045

Change in operating assets and liabilities:
Accounts receivable		i 23,307			i 9,326
Deposits, prepayments and other receivables		i 12,105			( i 10,533	)
Accounts payable		( i 5,258	)		i 33,403
Contract liabilities		i -			i 3,224
Accrued liabilities and other payables		i 20,175			i 16,902
Net cash used in operating activities		( i 119,108	)		( i 36,762	)

Cash flows from financing activities:
Advance from a director		i 80,306			i 1,070
Advance from a shareholder		i 22,943			i -
Proceed from issuance of convertible note		i -			i 165,000
Payment of lease liabilities		( i 21,079	)		( i 20,254	)

Net cash provided by financing activities		i 82,170			i 145,816

Effect on exchange rate change on cash and cash equivalents		i 408			i 1,376

Net change in cash and cash equivalents		( i 36,530	)		i 110,430

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		i 59,247			i 15,609

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	i 22,717		$	i 126,039

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION
Cash paid for tax	$	i -		$	i -
Cash paid for interest	$	i -		$	i -

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	i British Virgin Islands	i Investment holding	i 10,000 ordinary shares at par value of US$1	i 100%

Gagfare Limited	i Hong Kong	i Travel agency	i 500,000 ordinary shares for HK$500,000	i 100%

Beyond Blue Limited	i Hong Kong	i Event organizer	i 1 ordinary share for HK$1	i 100%

New Momentum Asia Pte. Ltd.	i Singapore	i Investment holding	i 1 ordinary share of SGD 1	i 100%

JPOPCOIN Limited	i Hong Kong	i Administrative service	i 5 ordinary shares for HK$5	i 100%

New Momentum Corp. – ‘10-Q’ for 9/30/23

On: Monday, 11/20/23, at 1:30pm ET · For: 9/30/23 · Accession #: 1477932-23-8663 · File #: 0-52273

Previous ‘10-Q’: ‘10-Q’ on 8/21/23 for 6/30/23 · Latest ‘10-Q’: This Filing · 6 References:

Quarterly Report — Form 10-Q

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i ☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended September 30, 2023

i ☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from ____________ to ___________

	•	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.

	September 30, 2023		September 30, 2022
Period-end HKD:US$ exchange rate		i 0.12766		i 0.12739
Average HKD:US$ exchange rate		i 0.12765		i 0.12767
Period-end SGD:US$ exchange rate		i 0.73239		i 0.69731
Average SGD:US$ exchange rate		i 0.74593		i 0.72704

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.

	·	on December 1, 2022, principal of $ i 12,000 was converted to i 1,518,987 shares of common stock with conversion price of $ i 0.0079 per share;
	·	on January 6, 2023, principal of $ i 20,000 was converted to i 3,571,429 shares of common stock with conversion price of $ i 0.0056 per share;
	·	on March 15, 2023, principal of $ i 10,000 was converted to i 4,761,905 shares of common stock with conversion price of $ i 0.0021 per share;
	·	on March 21, 2023, principal of $ i 10,000 was converted to i 4,761,905 shares of common stock with conversion price of $ i 0.0021 per share;
	·	on June 9, 2023, principal of $ i 10,000 was converted to i 5,882,353 shares of common stock with conversion price of $ i 0.0017 per share; and
	·	on August 2, 2023, principal of $ i 6,750 and interest payable of $ i 2,750 were converted to i 7,307,692 shares of common stock with conversion price of $ i 0.0013 per share.

	As of
	September 30, 2023			December 31, 2022
Deferred tax assets:
Tax losses carryforwards
- United States	$	i 1,017,147		$	i 999,696
- Hong Kong		i 54,549			i 44,896
- Singapore		i 898			i 559
		i 1,072,593			i 1,045,150
Less: valuation allowance		( i 1,072,593	)		( i 1,045,150	)
Deferred tax assets, net	$	i -		$	i -

Schedule of computation of net loss per share
	Nine months ended September 30,
	2023			2022

Net loss attributable to common shareholders	$	( i 238,747	)	$	( i 114,173	)

Weighted average common shares outstanding
–Basic		i 193,630,331			i 176,168,548
–Diluted		i 193,630,331			i 176,168,548

Net loss per share
–Basic	$	( i 0.00	)	$	( i 0.00	)
–Diluted	$	( i 0.00	)	$	( i 0.00	)

	Three Months Ended September 30,
	2023			2022
Revenues	$	25,306		$	331,392
Cost of revenue		(21,488	)		(330,121	)
Gross profit		3,818			1,271
General and administrative expenses		(38,396	)		(62,401	)
Other expense		(32,062	)		(4,320	)
Loss before income taxes		(66,640	)		(65,450	)
Income tax expense		-			-
Net loss		(66,640	)		(65,450	)

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
3.1.1		Articles of Incorporation, dated July 1, 1999
3.1.2		Amended and Restated Articles of Incorporation, dated December 9, 2010
3.1.3		Certificate of Correction, dated April 1, 2011
3.1.4		Certificate of Amendment to Articles of Incorporation, dated June 18, 2020
3.1.5		Certificate of Designation for Series A Preferred Stock, dated March 11, 2021
3.2		Bylaws
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 and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover page formatted as Inline XBRL and contained in Exhibit 101

	NEW MOMENTUM CORPORATION

Date: November 20, 2023	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)

This ‘10-Q’ Filing	Date	Other Filings

	12/31/23
Filed on:	11/20/23
	10/31/23
For Period end:	9/30/23	NT 10-Q
	9/20/23
	9/2/23
	8/21/23	10-Q
	8/4/23
	8/2/23
	6/30/23	10-Q, NT 10-Q
	6/9/23
	5/18/23
	4/18/23	10-K
	3/31/23	10-Q
	3/21/23
	3/15/23
	1/6/23
	1/1/23
	12/31/22	10-K, 10-K/A, NT 10-K
	12/1/22
	10/31/22
	9/30/22	10-Q, NT 10-Q, S-1/A
	9/20/22
	9/2/22
	8/4/22
	6/30/22	10-Q
	5/18/22
	3/31/22	10-Q, NT 10-K
	2/28/22
	1/1/22
	9/30/21	10-Q
	10/14/20
	2/1/16
	7/1/99
		List all Filings

New Momentum Corp. – ‘10-Q’ for 9/30/23

On: Monday, 11/20/23, at 1:30pm ET · For: 9/30/23 · Accession #: 1477932-23-8663 · File #: 0-52273

Quarterly Report — Form 10-QFiling Table of Contents

‘10-Q’ — Quarterly ReportDocument Table of Contents

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Quarterly Report — Form 10-Q

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‘10-Q’ — Quarterly Report

Document Table of Contents