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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

	For the quarterly period ended June 30, 2024

☐	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 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 July 29, 2024, there were 825,861,858 shares of common stock, $0.001 par value per share, outstanding.

NEW MOMENTUM CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED JUNE 30, 2024

INDEX

Index		Page

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements.	F-1

	Unaudited Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 (audited).	F-1

	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2024 and 2023	F-2

	Unaudited Condensed Consolidated Statements of Cash Flows for the Three and Six Months ended June 30, 2024 and 2023.	F-3

	Unaudited Condensed Consolidated Statements of Shareholders’ Deficit for Three and Six Months ended June 30, 2024 and 2023.	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.	9

Item 4.	Controls and Procedures.	9

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings.	10

Item 1A.	Risk Factors.	10

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	10

Item 3.	Defaults Upon Senior Securities.	10

Item 4.	Mine Safety Disclosures.	10

Item 5.	Other Information.	10

Item 6.	Exhibits.	11

Signatures		12

Table of Contents

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.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

NEW MOMENTUM CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2024 AND DECEMBER 31, 2023

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

	As of June 30,			As of December 31,
	2024			2023
				(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	16,832		$	16,776
Accounts receivable		914			906
Deposits, prepayments and other receivables		25,555			19,916

Total current assets		43,301			37,598

Non-current asset:
Right-of-use assets		13,391			26,767

TOTAL ASSETS	$	56,692		$	64,365

LIABILTIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	13,222		$	9,208
Accrued liabilities and other payables		150,817			164,639
Amount due to a director		464,906			422,968
Amount due to a shareholder		27,052			24,349
Lease liabilities		13,896			27,435
Convertible promissory note		-			73,275

Total current liabilities		669,893			721,874

TOTAL LIABILITIES		669,893			721,874

Commitments and contingencies		-			-

SHAREHOLDERS’ DEFICIT
Preferred stock, Class A, $0.001 par value; 175,000,000 shares authorized; 1 share issued and outstanding as at June 30, 2024 and December 31, 2023 respectively		-			-
Common Stock, $0.001 par value; 1,000,000,000 shares authorized; 825,861,858 shares and 520,428,292 shares issued and outstanding as at June 30, 2024 and December 31, 2023, respectively		825,862			520,428
Additional paid in capital		4,034,709			4,257,803
Accumulated other comprehensive loss		(812	)		(346	)
Accumulated deficit		(5,472,960	)		(5,435,394	)

Shareholders’ deficit		(613,201	)		(657,509	)

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	56,692		$	64,365

See accompanying notes to unaudited condensed consolidated financial statements.

F-1

Table of Contents

NEW MOMENTUM CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

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

	Three Months ended June 30,						Six Months ended June 30,
	2024			2023			2024			2023

Revenue, net	$	-		$	56,286		$	6		$	180,767

Cost of revenue		-			(56,045	)		-			(180,438	)

Gross profit		-			241			6			329

Operating expenses:
General and administrative expenses		(25,842	)		(30,741	)		(53,253	)		(58,645	)
Legal and professional fee		(6,593	)		(45,340	)		(7,926	)		(98,447	)
Total operating expenses		(32,435	)		(76,081	)		(61,179	)		(157,092	)

Other income (expense):
Interest expense		-			(7,649	)		(1,084	)		(15,527	)
Sundry income		422			-			422			-
Interest income		18			135			25			183
Government subsidies		12,052			-			15,632			-
Waiver of interest on convertible note		-			-			8,612			-
Total other income (expense)		12,492			(7,514	)		23,607			(15,344	)

LOSS BEFORE INCOME TAXES		(19,943	)		(83,354	)		(37,566	)		(172,107	)

Income tax expense		-			-			-			-

NET LOSS		(19,943	)		(83,354	)		(37,566	)		(172,107	)

Other comprehensive income:
Foreign currency translation (loss) gain		(1,238	)		(475	)		(466	)		400

COMPREHENSIVE LOSS	$	(21,181	)	$	(83,829	)	$	(38,032	)	$	(171,707	)

Weighted average shares outstanding – Basic and diluted		825,861,858			187,400,150			777,810,679			187,400,150

Net loss per share – Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

# less than $0.001

See accompanying notes to unaudited condensed consolidated financial statements.

F-2

Table of Contents

NEW MOMENTUM CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

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

	Six months ended June 30,
	2024			2023

Cash flows from operating activities:
Net loss	$	(37,566	)	$	(172,107	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of convertible note discount		-			8,137
Waiver of interest on convertible note		(8,612	)		-
Depreciation of right-of-use assets		13,372			13,338
Non-cash lease expense		544			1,200
Non-cash financing cost		1,084			7,390

Change in operating assets and liabilities:
Accounts receivable		(8	)		19,073
Deposits, prepayments and other receivables		(5,639	)		12,108
Accounts payable		4,014			(6,565	)
Accrued liabilities and other payables		2,771			13,784
Net cash used in operating activities		(30,039	)		(103,642	)

Cash flows from financing activities:
Advance from a director		41,938			74,066
Advance from a shareholder		2,703			21,600
Payment of lease liabilities		(14,079	)		(14,044	)

Net cash provided by financing activities		30,562			81,622

Effect on exchange rate change on cash and cash equivalents		(466	)		400

Net change in cash and cash equivalents		56			(21,620	)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		16,776			59,247

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	16,832		$	37,627

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

See accompanying notes to unaudited condensed consolidated financial statements.

F-3

Table of Contents

NEW MOMENTUM CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

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

	Preferred Stock Class A				Common Stock				Additional paid			Accumulated other comprehensive			Accumulated			Total shareholders’
	No. of shares		Amount		No. of shares		Amount		in capital			losses			deficit			deficit

Balance as at January 1, 2023		1	$	-		177,687,535	$	177,688	$	4,369,093		$	232		$	(5,031,461	)	$	(484,448	)

Shares issued on convertible notes		-		-		13,095,239		13,095		26,905			-			-			40,000
Foreign currency translation adjustment		-		-		-		-		-			875			-			875
Net loss for the period		-		-		-		-		-			-			(88,753	)		(88,753	)

Balance as at March 31, 2023		1	$	-		190,782,774	$	190,783	$	4,395,998		$	1,107		$	(5,120,214	)	$	(532,326	)

Shares issued on convertible notes		-		-		5,882,353		5,882		4,118			-			-			10,000
Foreign currency translation adjustment		-		-		-		-		-			(475	)		-			(475	)
Net loss for the period		-		-		-		-		-			-			(83,354	)		(83,354	)
Balance as at June 30, 2023		1	$	-		196,665,127	$	196,665	$	4,400,116		$	632		$	(5,203,568	)	$	(606,155	)

Balance as at January 1, 2024		1	$	-		520,428,292	$	520,428	$	4,257,803		$	(346	)	$	(5,435,394	)	$	(657,509	)

Shares issued on convertible notes		-		-		305,433,566		305,434		(223,094	)		-			-			82,340
Foreign currency translation adjustment		-		-		-		-		-			772			-			772
Net loss for the period		-		-		-		-		-			-			(17,623	)		(17,623	)

Balance as at March 31, 2024		1	$	-		825,861,858	$	825,862	$	4,034,709		$	426		$	(5,453,017	)	$	(592,020	)

Foreign currency translation adjustment		-		-		-		-		-			(1,238	)		-			(1,238	)
Net loss for the period		-		-		-		-		-			-			(19,943	)		(19,943	)

Balance as at June 30, 2024		1	$	-		825,861,858	$	825,862	$	4,034,709		$	(812	)	$	(5,472,960	)	$	(613,201	)

See accompanying notes to unaudited condensed consolidated financial statements.

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NEW MOMENTUM CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

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

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 secure 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 for HK$500,000		100	%

Beyond Blue Limited	Hong Kong	Event organizer	1 ordinary share for 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 for HK$5		100	%

* In process of deregistration.

The Company and its subsidiaries are hereinafter referred to as (the “Company”).

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2. GOING CONCERN UNCERTAINTIES

The accompanying unaudited 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 continuous loss from its inception and has net current liabilities of $626,592 as of June 30, 2024. The continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from its shareholders. The Company is currently pursuing additional financing for its operations and future expansion. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

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

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

·	Basis presentation

These accompanying unaudited 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 period ended June 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024. 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 April 17, 2024.

·	Use of estimates and assumptions

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

·	Basis of consolidation

The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

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·	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 collectability. 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 June 30, 2024 and December 31, 2023, there was no allowance for doubtful accounts.

·	Allowance for Expected Credit Losses

ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. The Company’s allowance for expected credit loss estimates the amount of expected future credit losses by analyzing accounts receivables balance by age and applying historical write off and collection experience. The Company’s estimate separately considers macroeconomics trends, specific circumstances and credit conditions of customer receivables. Account balances are written off against the allowance when it is determined the receivable will not be recovered.

·	Revenue recognition

The Company adopted Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers” (“ASC 606”).

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.

The Company follows the guidance provided in ASC 606, Revenue from Contracts with Customers, for determining whether the Company is the principal or an agent in arrangements with customers that involve another party that contributes to the provision of goods to a customer. In these instances, the Company determines whether it has promised to provide the goods itself (as principal) or to arrange for the specified goods and services to be provided by another party (as an agent). This determination is a matter of judgment that depends on the facts and circumstances of each arrangement. The Company recognizes revenue from the sale of its air tickets on a gross basis as the Company is responsible for the fulfillment, controls the delivery of the promised goods, and has full discretion in establishing prices and therefore is the principal in the arrangement.

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·	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 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 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.

·	Uncertain tax positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the three and six months ended June 30, 2024 and 2023.

·	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 consolidated statement of operations.

The reporting currency of the Company is United States Dollar (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and Singapore and maintain its books and record in its local currency, Hong Kong Dollars (“HKD”) and Singapore Dollars (“SGD”), which are 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 subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholders’ equity.

Translation of amounts from HKD and SGD into US$ have been made at the following exchange rates for the six months ended June 30, 2024 and 2023:

	June 30, 2024		June 30, 2023
Period-end HKD:US$ exchange rate		0.1281		0.12764
Average HKD:US$ exchange rate		0.1279		0.12757
Period-end SGD:US$ exchange rate		0.7377		0.73910
Average SGD:US$ exchange rate		0.7424		0.74845

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·	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 unaudited condensed consolidated statements of changes in shareholders’ 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”). 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.

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.

·	Retirement plan costs

Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service is provided.

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·	Government incentives

A government incentive is not recognized until there is reasonable assurance that: (a) the enterprise will comply with the conditions attached to the incentive; and (b) the incentive will be received. When the Company receives government incentives but the conditions attached to the incentives have not been fulfilled, such government incentives are deferred and recorded under other payables and accrued expenses, and other long-term liability. The classification of short-term or long-term liabilities is dependent on management’s expectation of when the conditions attached to the incentives can be fulfilled. For the three months ended June 30, 2024 and 2023, the Company received government incentives (net of related expense) of $12,052 and $0. For the six months ended June 30, 2024 and 2023, the Company received government incentives (net of related expense) of $15,632 and $0, which are recognized as other income in the consolidated statements of operations.

·	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 unaudited 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 unaudited 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.

·	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 unaudited 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.

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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, prepayments 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.

·	Recent accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

In March 2023, the FASB issued new accounting guidance, ASU 2023-01, for leasehold improvements associated with common control leases, which is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been made available for issuance. The new guidance introduced two issues: terms and conditions to be considered with leases between related parties under common control and accounting for leasehold improvements. The goals for the new issues are to reduce the cost associated with implementing and applying Topic 842 and to promote diversity in practice by entities within the scope when applying lease accounting requirements. This new accounting guidance does not have any effect. on the Company.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and believe the future adoption of any such pronouncements may not be expected to cause a material impact on its financial condition or the results of its operations.

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4. RIGHT-OF-USE ASSETS

	June 30,			December 31,
	2024			2023

Cost of right-of-use assets	$	53,565		$	53,534
Accumulated depreciation		(40,174	)		(26,767	)
Carrying amount	$	13,391		$	26,767

The Company entered into an operating lease for office premises. The lease term is fixed for a term of 2 years commencing from January 1, 2023.

The depreciation of the right-of-use asset for the three months ended June 30, 2024 and 2023 amounted to $6,687 and $6,669 respectively, whereas the lease expense amounted to $230 and $561 respectively.

The depreciation of the right-of-use asset for the six months ended June 30, 2024 and 2023 amounted to $13,372 and $13,338 respectively, whereas the lease expense amounted to $544 and $1,200 respectively.

The corresponding lease liability as of June 30, 2024 and December 31, 2023 amounted to $13,896 and $27,435 respectively. The lease liability will expire within the next twelve months.

5. AMOUNTS DUE TO A DIRECTOR AND SHAREHOLDER

As of June 30, 2024 and December 31, 2023, the Company owed to its director an amount of $464,906 and $422,968, respectively. As of June 30, 2024 and December 31, 2023, the Company owed to a shareholder an amount of $27,052 and $24,349, respectively. The amounts are unsecured, non-interest bearing and repayable on demand.

6. CONVERTIBLE PROMISSORY NOTES

The Company issued Convertible Promissory Notes to 1800 Diagonal Lending LLC, (“1800”) via numerous Securities Purchase Agreements as stated in the foregoing paragraphs, The terms of the 1800 Notes, which bear interest at 8% per annum provides for the conversion only after 180 days from the issue date, and number of the shares held by the holder and its affiliates when converted, shall not to exceed 4.99% of issued and outstanding common stock of the Company. The 1800 Notes are convertible into shares of common stock of the Company at a price equal to 35% of the lowest trading price of the Company’s common stock for the twenty (20) consecutive trading days immediately preceding to the conversion date.

On May 18, 2022, the Company issued a promissory note in the original principal amount of $68,750 which was due on May 18, 2023. The 1800 Note contained an original issue discount of $3,750 which was reflected as a debt discount and amortized over the twelve months Note term. The Notes were fully settled as follows:

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

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On August 4, 2022, the Company issued another promissory note in the original principal amount of $54,250 which was due on August 4, 2023. The 1800 Note contained an original issue discount of $4,250 which was reflected as a debt discount and amortized over the twelve months Note term. The Notes were fully settled as follows:

	·	on August 21, 2023, principal of $9,750 was converted to 10,000,000 shares of common stock with conversion price of $0.000975 per share and a further default sum of $27,125 was incurred resulting principal of $71,625 still remained to be converted.;
	·	on October 2, 2023, principal of $9,325 was converted to 10,596,591 shares of common stock with conversion price of $0.00088 per share;
	·	on October 24, 2023, principal of $6,500 was converted to 11,016,949 shares of common stock with conversion price of $0.00059 per share;
	·	on November 2, 2023, principal of $6,500 was converted to 11,016,949 shares of common stock with conversion price of $0.00059 per share;
	·	on November 7, 2023, principal of $6,500 was converted to 11,016,949 shares of common stock with conversion price of $0.00059 per share;
	·	on November 10, 2023, principal of $6,500 was converted to 11,016,949 shares of common stock with conversion price of $0.00059 per share;
	·	on November 13, 2023, principal of $7,847 was converted to 13,300,000 shares of common stock with conversion price of $0.00059 per share;
	·	on November 14, 2023, principal of $7,850 was converted to 13,305,085 shares of common stock with conversion price of $0.00059 per share;
		On November 20, 2023, principal of $7,850 was converted to 13,305,085 shares of common stock with conversion price of $0.00059 per share;
	·	on November 22, 2023, principal of $7,850 was converted to 13,305,085 shares of common stock with conversion price of $0.00059 per share;
	·	on November 24, 2023, principal of $4,903 and interest of $2,170 was converted to 11,988,136 shares of common stock with conversion price of $0.00059 per share;

On September 2, 2022, the Company issued a further promissory note in the original principal amount of $54,250 which was due on September 2, 2023. The 1800 Note contained an original issue discount of $4,250 which was reflected as a debt discount and amortized over the twelve months Note term. The Notes were fully settled as follows:

	·	on August 9, 2023, a further default sum of $27,125 was incurred resulting principal of $81,375 still remained to be converted.;
	·	on November 27, 2023, principal of $7,850 was converted to 13,305,085 shares of common stock with conversion price of $0.00059 per share;
	·	on November 28, 2023, principal of $7,850 was converted to 13,305,085 shares of common stock with conversion price of $0.00059 per share;
	·	on November 29, 2023, principal of $7,850 was converted to 13,305,085 shares of common stock with conversion price of $0.00059 per share;
	·	on November 30, 2023, principal of $7,850 was converted to 13,305,085 shares of common stock with conversion price of $0.00059 per share;
	·	on December 4, 2023, principal of $7,850 was converted to 13,305,085 shares of common stock with conversion price of $0.00059 per share;
	·	on December 6, 2023, principal of $9,555 was converted to 19,500,000 shares of common stock with conversion price of $0.00049 per share;
	·	on December 12, 2023, principal of $8,970 was converted to 19,500,000 shares of common stock with conversion price of $0.00046 per share;
	·	on December 13, 2023, principal of $8,300 was converted to 19,761,904 shares of common stock with conversion price of $0.00042 per share;
	·	on December 15, 2023, principal of $8,300 was converted to 19,761,904 shares of common stock with conversion price of $0.00042 per share;
	·	on December 19, 2023, principal of $7,000 and interest of $1,100 was converted to 20,769,231 shares of common stock with conversion price of $0.00039 per share;

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On September 20, 2022, the Company issued another promissory note in the original principal amount of $54,250 which was due on September 20, 2023. The 1800 Note contained an original issue discount of $4,250 which was reflected as a debt discount and amortized over the twelve months Note term. As of December 31, 2023, $73,275, inclusive of default sum, still remained to be converted but nevertheless was fully settled as of June 30, 2024 as follows:

	·	on December 26 2023, principal of $8,100 was converted to 20,769,231 shares of common stock with conversion price of $0.00039 per share;
	·	on January 8, 2024, principal of $6,900 was converted to 20,909,091 shares of common stock with conversion price of $0.00033 per share;
	·	on January 10, 2024, principal of $6,900 was converted to 20,909,091 shares of common stock with conversion price of $0.00033 per share;
	·	on January 18, 2024, principal of $7,000 was converted to 26,923,077 shares of common stock with conversion price of $0.00026 per share;
	·	on January 22, 2024, principal of $7,000 was converted to 26,923,077 shares of common stock with conversion price of $0.00026 per share;
	·	on January 29, 2024, principal of $7,020 was converted to 27,000,000 shares of common stock with conversion price of $0.00026 per share;
	·	on February 1, 2024, principal of $7,020 was converted to 27,000,000 shares of common stock with conversion price of $0.00026 per share;
	·	on February 5, 2024, principal of $7,020 was converted to 27,000,000 shares of common stock with conversion price of $0.00026 per share;
	·	on February 6, 2024, principal of $7,020 was converted to 27,000,000 shares of common stock with conversion price of $0.00026 per share;
	·	on February 7, 2024, principal of $7,020 was converted to 27,000,000 shares of common stock with conversion price of $0.00026 per share;
	·	on February 8, 2024, principal of $9,700 was converted to 37,307,692 shares of common stock with conversion price of $0.00026 per share;
	·	on February 9, 2024, principal of $675 and interest of $9,065 was converted to 37,461,538 shares of common stock with conversion price of $0.00026 per share;

As of June 30, 2024, all the 1800 Notes issued above have been fully converted.

For the three months ended June 30, 2024 and 2023, the amortization of discount was $0 and $4,115, respectively.

For the six months ended June 30, 2024 and 2023, the amortization of discount was $0 and $8,137, respectively.

For the three months ended June 30, 2024 and 2023, interest on convertible note was $0 and $3,534, respectively.

For the six months ended June 30, 2024 and 2023, interest on convertible note was $1,084 and $7,390, respectively.

For the six months ended June 30, 2024 and 2023, waiver of interest on convertible note was $8,612 and $0, respectively.

As of June 30, 2024 and December 31, 2023, accrued interest amounted to $0 and $16,593, respectively.

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7. SHAREHOLDERS’ DEFICIT

Preferred Stock

Authorized shares

The Company was authorized to issue 175,000,000 shares of Class A preferred stock at par value of $0.001. Any class of preferred stock may have preferential voting rights, liquidation rights or other rights with respect to the class of common stock. These preferential rights may have anti-takeover effects and may also result in the dilution of the common shareholders; equity interest and earnings per share.

Issued and outstanding shares

As of June 30, 2024 and December 31, 2023, 1 share of Class A preferred stock was issued and outstanding.

Common Stock

Authorized shares

The Company was authorized to issue 1,000,000,000 shares of common stock at par value of $0.001.

Issued and outstanding shares

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

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

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

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

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

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

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

On October 2, 2023, the Company issued 10,596,591 shares of its common stock to pay off the 1800 Notes with principal of $9,325 at the conversion price of $0.00088 per share.

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On October 24, 2023, the Company issued 11,016,949 shares of its common stock to pay off the 1800 Notes with principal of $6,500 at the conversion price of $0.00059 per share.

On November 2, 2023, the Company issued 11,016,949 shares of its common stock to pay off the 1800 Notes with principal of $6,500 at the conversion price of $0.00059 per share.

On November 7, 2023, the Company issued 11,016,949 shares of its common stock to pay off the 1800 Notes with principal of $6,500 at the conversion price of $0.00059 per share.

On November 10, 2023, the Company issued 11,016,949 shares of its common stock to pay off the 1800 Notes with principal of $6,500 at the conversion price of $0.00059 per share.

On November 13, 2023, the Company issued 13,300,000 shares of its common stock to pay off the 1800 Notes with principal of $7,847 at the conversion price of $0.00059 per share.

On November 14, 2023, the Company issued 13,305,085 shares of its common stock to pay off the 1800 Notes with principal of $7,850 at the conversion price of $0.00059 per share.

On November 20, 2023, the Company issued 13,305,085 shares of its common stock to pay off the 1800 Notes with principal of $7,850 at the conversion price of $0.00059 per share.

On November 22, 2023, the Company issued 13,305,085 shares of its common stock to pay off the 1800 Notes with principal of $7,850 at the conversion price of $0.00059 per share.

On November 24, 2023, the Company issued 11,988,136 shares of its common stock to pay off the 1800 Notes with principal of $4,903 and interest of $2,170 at the conversion price of $0.00059 per share.

On November 27, 2023, the Company issued 13,305,085 shares of its common stock to pay off the 1800 Notes with principal of $7,850 at the conversion price of $0.00059 per share.

On November 28, 2023, the Company issued 13,305,085 shares of its common stock to pay off the 1800 Notes with principal of $7,850 at the conversion price of $0.00059 per share.

On November 29, 2023, the Company issued 13,305,085 shares of its common stock to pay off the 1800 Notes with principal of $7,850 at the conversion price of $0.00059 per share.

On November 30, 2023, the Company issued 13,305,085 shares of its common stock to pay off the 1800 Notes with principal of $7,850 at the conversion price of $0.00059 per share.

On December 4, 2023, the Company issued 13,305,085 shares of its common stock to pay off the 1800 Notes with principal of $7,850 at the conversion price of $0.00059 per share.

On December 6, 2023, the Company issued 19,500,000 shares of its common stock to pay off the 1800 Notes with principal of $9,555 at the conversion price of $0.00049 per share.

On December 12, 2023, the Company issued 19,500,000 shares of its common stock to pay off the 1800 Notes with principal of $8,970 at the conversion price of $0.00046 per share.

On December 13, 2023, the Company issued 19,761,904 shares of its common stock to pay off the 1800 Notes with principal of $8,300 at the conversion price of $0.00042 per share.

On December 15, 2023, the Company issued 19,761,904 shares of its common stock to pay off the 1800 Notes with principal of $8,300 at the conversion price of $0.00042 per share.

On December 19, 2023, the Company issued 20,769,231 shares of its common stock to pay off the 1800 Notes with principal of $7,000 and interest of $1,100 at the conversion price of $0.00039 per share.

On December 26, 2023, the Company issued 20,769,231 shares of its common stock to pay off the 1800 Notes with principal of $8,100 at the conversion price of $0.00039 per share.

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On January 8, 2024, the Company issued 20,909,091 shares of its common stock to pay off the 1800 Notes with principal of $6,900 at the conversion price of $0.00033 per share.

On January 10, 2024, the Company issued 20,909,091 shares of its common stock to pay off the 1800 Notes with principal of $6,900 at the conversion price of $0.00033 per share.

On January 18, 2024, the Company issued 26,923,077 shares of its common stock to pay off the 1800 Notes with principal of $7,000 at the conversion price of $0.00026 per share.

On January 22, 2024, the Company issued 26,923,077 shares of its common stock to pay off the 1800 Notes with principal of $7,000 at the conversion price of $0.00026 per share.

On January 29, 2024, the Company issued 27,000,000 shares of its common stock to pay off the 1800 Notes with principal of $7,020 at the conversion price of $0.00026 per share.

On February 1, 2024, the Company issued 27,000,000 shares of its common stock to pay off the 1800 Notes with principal of $7,020 at the conversion price of $0.00026 per share.

On February 5, 2024, the Company issued 27,000,000 shares of its common stock to pay off the 1800 Notes with principal of $7,020 at the conversion price of $0.00026 per share.

On February 6, 2024, the Company issued 27,000,000 shares of its common stock to pay off the 1800 Notes with principal of $7,020 at the conversion price of $0.00026 per share.

On February 7, 2024, the Company issued 27,000,000 shares of its common stock to pay off the 1800 Notes with principal of $7,020 at the conversion price of $0.00026 per share.

On February 8, 2024, the Company issued 37,307,692 shares of its common stock to pay off the 1800 Notes with principal of $9,700 at the conversion price of $0.00026 per share.

On February 9, 2024, the Company issued 37,461,538 shares of its common stock to pay off the 1800 Notes with principal of $675 and interest of $9,065 at the conversion price of $0.00026 per share.

As of June 30, 2024 and December 31, 2023, 825,861,858 and 520,428,292 shares of common stock were issued and outstanding respectively.

Stock Incentive Option Plan

On October 14, 2020, the Company approved a Share Incentive Option Plan whereby an aggregate of twenty million (20,000,000) shares of common stock were initially reserved for issuance upon exercise of stock options under the Plan. As of June 30, 2024, 19,650,000 stock of common shares have been issued under the Plan.

As of June 30, 2024 and December 31, 2023, 350,000 shares are reserved to be issued under the Plan respectively.

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.

8. INCOME TAX

The Company mainly operates in Hong Kong and 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:

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United States of America

NNAX is registered in the State of Nevada and is subject to US federal corporate income tax of 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 June 30, 2024, the operations in the United States of America incurred $5,001,041 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 $1,050,219 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.

	Six months ended June 30,
	2024			2023

Loss before income taxes	$	(12,398	)	$	(40,877	)
Statutory income tax rate		21	%		21	%
Income tax expense at statutory rate		(2,604	)		(8,584	)
Tax loss – valuation allowance		2,604			8,584
Income tax expense	$	-		$	-

BVI

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.

Singapore

NMAPL is registered in Republic of Singapore and is subject to the Singapore corporate income tax at a standard income tax rate of 17% on the assessable income arising in Singapore during its tax year. No assessable income was generated in Singapore during the six months ended June 30, 2024 and there was no provision for income tax.

As of June 30, 2024, the operation in Singapore incurred $5,659 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 $962 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 six months ended June 30, 2024 and 2023 are as follows:

	Six months ended June 30,
	2024			2023

Loss before income taxes	$	(273	)	$	(361	)
Statutory income tax rate		17	%		17	%
Income tax expense at statutory rate		(46	)		(61	)
Tax loss – valuation allowance		46			61
Income tax expense	$	-		$	-

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Hong Kong

GL, BBL and JL are operating in Hong Kong and are subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year. The reconciliation of income tax rate to the effective income tax rate for the six months ended June 30, 2024 and 2023 are as follows:

	Six months ended June 30,
	2024			2023

Loss before income taxes	$	(24,895	)	$	(69,551	)
Statutory income tax rate		16.5	%		16.5	%
Income tax expense at statutory rate		(4,107	)		(11,475	)
Tax effect of non-taxable items		(2,581	)		(8	)
Tax effect of non-deductible items		333			8,177
Tax loss – valuation allowance		6,355			3,306
Income tax expense	$	-		$	-

As of June 30, 2024, the operations in Hong Kong incurred $383,216 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 $63,231 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The following table sets forth the significant components of the deferred tax assets of the Company as of June 30, 2024 and December 31, 2023:

	As of
	June 30, 2024			December 31, 2023
Deferred tax assets:
Tax losses carryforwards
- United States	$	1,050,219		$	1,047,615
- Hong Kong		63,231			57,238
- Singapore		962			916
		1,114,411			1,105,769
Less: valuation allowance		(1,114,411	)		(1,105,769	)
Deferred tax assets, net	$	-		$	-

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9. NET LOSS PER SHARE

Basic net loss per share is computed using the weighted average number of common shares outstanding during the year. The following table sets forth the computation of basic and diluted net loss per share for the six months ended June 30, 2024 and 2023:

Schedule of computation of net loss per share
	Six months ended June 30,
	2024			2023

Net loss attributable to common shareholders	$	(37,566	)	$	(172,107	)

Weighted average common shares outstanding – Basic and diluted		777,810,679			187,400,150

Net loss per share – Basic and diluted#	$	(0.00	)	$	(0.00	)

# less than $0.001

For the six months ended June 30, 2024 and 2023, despite potential conversion of promissory notes as of the prior period end, and shares to be issued under the Incentive Plan, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company’s net loss position. No common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive.

10. PENSION COSTS

The Company is required to make contribution to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in Hong Kong. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. During the six months ended June 30, 2024 and 2023, $403 and $402 contributions were made accordingly.

11. 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 repayable on demand.

For the three months ended June 30, 2024 and 2023, ticket sales to director and family members amounted to $0 and $330 respectively. For the six months ended June 30, 2024 and 2023, ticket sales to director and family members amounted to $0 and $6,767 respectively.

For the three months ended June 30, 2024 and 2023, the Company paid the allowance of $2,686 and $2,679 respectively, to certain shareholders for their service. For the six months ended June 30, 2024 and 2023, the Company paid the allowance of $5,371 and $5,358 to certain shareholders for their service.

For the three months ended June 30, 2024 and 2023, the Company paid the allowance of $1,343 and $1,340 respectively, to the director for his service. For the six months ended June 30, 2024 and 2023, the Company paid the allowance of $2,686 and $2,679 respectively to the director for his service.

During the two financial periods, the director also provided maintenance services to the Company in respect of its platform, free of charge.

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.

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12. CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

For the three months ended June 30, 2024, there is no single customer who contributed in excess of 10% of the Company’s revenues. For the three months ended June 30, 2023, there was one single customer who accounts for 85% of the Company’s revenue totaling $47,571 with $0 accounts receivable at June 30, 2023.

For the six months ended June 30, 2024, there is no single customer who contributed in excess of 10% of the Company’s revenues. For the six months ended June 30, 2023, there was one single customer who accounts for 81% of the Company’s revenue totaling $146,317 with $0 accounts receivable at June 30, 2023.

(b) Major vendors

For the three months ended June 30, 2024, there is no single vendor who represented more than 10% of the Company’s purchase cost. For the three months ended June 30, 2023, there was one single vendor who accounts for 85% of the Company’s cost of revenue totaling $47,431, with $8,218 accounts payable at June 30, 2023.

For the six months ended June 30, 2024, there is no single vendor who represented more than 10% of the Company’s purchase cost. For the six months ended June 30, 2023, there was one single vendor who accounts for 81% of the Company’s cost of revenue totaling $146,011, with $8,218 accounts payable at June 30, 2023.

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.

The present global economic climate with rising global tensions, rising costs and fuel shortage which potentially could escalate and result in global inflation may also impact the Company’s business, financial condition, and results of operations.

(d) 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 and SGD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

13. COMMITMENTS AND CONTINGENCIES

As of June 30, 2024 and December 31, 2023, the Company has lease commitment of $14,100 and $27,435 respectively. The lease commitment is payable within the next twelve months.

As of June 30, 2024 and December 31, 2023 also, the Company is committed to convert the balance of convertible notes of $0 and $73,275 respectively, inclusive of default sum, to common stock. The Company has no other material commitments or contingencies.

14. 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 consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2024, up through the date the Company issued the audited consolidated financial statements.

The Company determined that there are no further events to disclose.

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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, 2023 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 17, 2024. 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. The ability of the Company to continue as a going concern is dependent on director’s support and 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.

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 generated revenues of $6 and $180,767 from our business for the six months ended June 30, 2024 and 2023, 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.

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The Company is operating a travel services business, 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 June 30, 2024 and 2023

As of June 30, 2024, we suffered from a working capital deficit of $626,592. 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 June 30, 2024 and 2023:

	Three Months Ended June 30,
	2024			2023
Revenues	$	-		$	56,286
Cost of revenue		-			(56,045	)
Gross profit		-			241
General and administrative expenses		(32,435	)		(76,081	)
Other income (expense)		12,492			(7,514	)
Loss before income taxes		(19,943	)		(83,354	)
Income tax expense		-			-
Net loss		(19,943	)		(83,354	)

Revenue. We generated revenues of $0 and $56,286 for the three months ended June 30, 2024 and 2023 respectively, as there were no ticket sales generated for the three months ended June 30, 2024 as the Company has ceased ticket sales from September 2023 to upgrade the platform.

Cost of Revenue. Cost of revenue for the three months ended June 30, 2024 and 2023, was $0 and $56,045, respectively. Cost of revenue decreased primarily as a result of the decrease in our revenue as mentioned above.

Gross Profit. We achieved a gross profit of $0 and $241 for the three months ended June 30, 2024 and 2023, respectively, due to the significant decrease in revenue.

Other Income (Expense). We incurred other income (expense) of $12,492 and ($7,514) for the three months ended June 30, 2024 and 2023, respectively. The increase in other income is primarily attributable to no interest on convertible note was recognized for the three months ended June 30, 2024 and there was government subsidy of $12,052 recognized during three months ended June 30, 2024.

General and Administrative Expenses (“G&A”). We incurred G&A expenses of $32,435 and $76,081 for the three months ended June 30, 2024 and 2023, respectively. The decrease in G&A is primarily attributable to non-engaging of certain legal and professional consultants relating to business development during the current period, as compared to 2023.

Income Tax Expense. Our income tax expenses for the three months ended June 30, 2024 and 2023 were $0 and $0.

Net Loss. As a result of the above, during the three months ended June 30, 2024, we incurred a net loss of $19,943, as compared to $83,354 for the three months ended June 30, 2023.

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Comparison of the Six Months ended June 30, 2024 and 2023

The following table sets forth certain operational data for the six months ended June 30, 2024 and 2023:

	Six Months Ended June 30,
	2024			2023
Revenues	$	6		$	180,767
Cost of revenue		-			(180,438	)
Gross profit		6			329
General and administrative expenses		(61,179	)		(157,092	)
Other income (expense)		23,607			(15,344	)
Loss before income taxes		(37,566	)		(172,107	)
Income tax expense		-			-
Net loss		(37,566	)		(172,107	)

Revenue. We generated revenues of $6 and $180,767 for the six months ended June 30, 2024 and 2023 respectively, as there were no ticket sales generated for the three months ended June 30, 2024 as the Company has ceased ticket sales from September 2023 to upgrade the platform. The nominal income earned in the six months ended June 30, 2024 represented booking fees

Cost of Revenue. Cost of revenue for the six months ended June 30, 2024 and 2023, was $0 and $180,438, respectively. Cost of revenue decreased primarily as a result of the decrease in our revenue as mentioned above.

Gross Profit. We achieved a gross profit of $6 and $329 for the six months ended June 30, 2024 and 2023, respectively, due to the significant decrease in revenue.

Other Income (Expense). We incurred other income (expense) of $23,607 and ($15,344) for the six months ended June 30, 2024 and 2023, respectively. The increase in other income is primarily attributable to the waiver of interest on convertible notes and reduction in interest expense in 2024 arising from the conversion of the convertible notes substantially in 2023. The other income for the six months ended June 30, 2024 also comprised incentives from government for the operation of certain approved tour packages of $15,632, whereas for the six months ended June 30, 2023, was $0.

General and Administrative Expenses (“G&A”). We incurred G&A expenses of $61,179 and $157,092 for the six months ended June 30, 2024 and 2023, respectively. The decrease in G&A is primarily attributable to non-engaging of certain legal and professional consultants relating to business development during the current period, as compared to 2023.

Income Tax Expense. Our income tax expenses for the six months ended June 30, 2024 and 2023 were $0 and $0.

Net Loss. As a result of the above, during the six months ended June 30, 2024, we incurred a net loss of $37,566, as compared to $172,107 for the six months ended June 30, 2024.

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Liquidity and Capital Resources

As of June 30, 2024, we had cash and cash equivalents of $16,832, accounts receivable of $914, deposits, prepayments and other receivables of $19,615.

	Six Months Ended June 30,
	2024			2023
Net cash used in operating activities	$	(30,039	)	$	(103,642	)
Net cash provided by investing activities		-			-
Net cash provided by financing activities		30,562			81,622

Net Cash Used In Operating Activities.

For the six months ended June 30, 2024, net cash used in operating activities was $30,039, which consisted primarily of net loss of $37,566, an increase in accounts receivables of $8, an increase in deposits, prepayments and other receivables of $5,639 and a non cash income from the waiver of interest on convertible note of $8,612 offset by an increase in accounts payable of $4,014, an increase in accrued liabilities and other payables of $2,771 and non-cash items comprising depreciation of right-of-use asset of $13,372, expense related to lease liabilities of $544 and financing cost of $1,084.

For the six months ended June 30, 2023, net cash used in operating activities was $103,642, which consisted primarily of net loss of $172,107, a decrease in accounts payable of $6,565, offset by amortization of convertible note discount of $8,137, depreciation of right-of-use asset of $13,338, non-cash expense related to lease liabilities of $1,200, non-cash financing cost of $7,390, a decrease in trade receivables of $19,073, a decrease in deposits and prepayment of 12,108, an increase in accrued liabilities and other payables of $13,784.

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 six months ended June 30, 2024 and 2023, there are no net cash provided by investing activities.

Net Cash Provided By Financing Activities.

For the six months ended June 30, 2024, net cash provided by financing activities was $30,562 consisting primarily of $41,938 advance from director and $2,703 advance from a shareholder, offset by $14,079 payment of lease liabilities.

For the six months ended June 30, 2023, net cash provided by financing activities was $81,622 consisting primarily of $14,044 payment of lease liabilities and $74,066 advance from director and $21,600 advance from shareholder.

Global Economic Climate

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.

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Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of June 30, 2024.

Critical Accounting Policies and Estimates

·	Use of estimates and assumptions

·	Revenue recognition

The Company adopted Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers” (“ASC 606”).

	·	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.

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·	Related parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

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 and supervision of our President, who acts as both our principal executive office and principal financial officer, is responsible for our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified under SEC rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, including the President, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2024. Based on this evaluation, our management concluded that as of June 30, 2024 these disclosure controls and procedures were not effective at the reasonable assurance level. As discussed below, our internal control over financial reporting is an integral part of our disclosure controls and procedures. Management has appointed external consultants to minimize the risk and ascertain compliance with requirements to mitigate the risks.

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.

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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.

Not applicable.

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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
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

*Furnished, not filed.

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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: August 19, 2024	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)

New Momentum Corp. 10-Q