UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~May 62, ~~2022~~2025 (May 2, 2025)

New Momentum Corporation

(Exact name of registrant as specified in its charter)

Nevada

Nevada

000-52273

88-0435998

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

(State or other jurisdiction of incorporation)

150 Cecil Street #08-01

Singapore

0659543

(Address of principal executive offices)

(Zip Code)

~~000-52273~~Registrant’s telephone number, including area code +65 3105 1428

(Commission File Number)

88-0435998

(IRS Employer Identification No.)

150 Cecil Street, #08-01

Singapore 069543

(Address of principal executive offices)(Zip Code)

+65 3105-4128

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Securities~~Indicate ~~registered~~by ~~pursuant~~check tomark ~~Section~~whether 12the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (b§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act: of 1934 (§240.12b-2 of this chapter).

Title of each class Trading Symbol(s) Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by ~~checkmark~~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. ☐

Item 54.0301 ~~Amendments to Articles of Incorporation or Bylaws;~~ Change in ~~Fiscal~~Registrant’s ~~Year~~Certifying Accountant.

~~Amendments~~Resignation toof ~~Articles~~J&S Associate PLT and Engagement of ~~Incorporation~~Aloba, Awomolo & Partners

On ~~June~~April 129, ~~2022~~2025, the Board of Directors of New Momentum Corporation, a Nevada corporation (~~the~~“we” or “~~Company~~us”), ~~filed~~accepted ~~with~~ the ~~Secretary~~resignation of ~~State~~J&S ofAssociate PLT (“J&S”) as our independent registered public accountant, effective immediately. Except as noted in the ~~State~~paragraph ofimmediately ~~Nevada~~below, athe ~~Certificate~~reports of ~~Amendment~~J&S toon ~~its~~the ~~Articles~~Company’s ofconsolidated ~~Incorporation~~financial tostatements ~~increase~~for ~~its~~the ~~authorized~~years ~~capital~~ended ~~from~~December ~~500~~31,~~000~~ 2024 and 2023,~~000~~ ~~shares~~did not contain an adverse opinion or disclaimer of ~~common~~opinion, ~~stock~~and such reports were not qualified or modified as to 1uncertainty,~~000,000,000~~ ~~shares~~audit ofscope, ~~common~~or ~~stock~~accounting principle.

~~Under~~The ~~Rule~~reports ~~14c-2,~~of ~~promulgated~~J&S ~~pursuant~~on to the ~~Securities~~Company’s ~~Exchange~~consolidated ~~Act~~financial ofstatements ~~1934,~~ as ~~amended~~of ~~(the~~and ~~“Exchange~~for ~~Act”),~~ the ~~increase~~year inended ~~the~~December ~~authorized~~31, ~~shares~~2024, ofcontained ~~common~~explanatory ~~stock~~paragraphs iswhich ~~effective~~noted ~~twenty~~that ~~(20)~~there ~~days~~was ~~after~~substantial adoubt ~~definitive~~as ~~Information~~to ~~Statement~~the onCompany’s ~~Schedule~~ability ~~14C~~to iscontinue ~~mailed~~as toa ~~stockholders~~going ofconcern as the Company~~. The~~ ~~Company~~suffered ~~completed~~from ~~such~~continuous ~~mailing~~loss offrom aits ~~definitive~~inception ~~Information~~and ~~Statement~~has onnet ~~Schedule~~current ~~14C~~liabilities onof ~~June 16~~$721,979 ~~2022,~~as ~~thereby~~of ~~making~~December ~~such~~31 ~~increase~~,2024, inwhich ~~authorized~~raised ~~shares~~substantial ofdoubt ~~common~~about ~~stock~~its ~~effective~~ability onto ~~July~~continue 6,as ~~2022,~~a ~~under~~going ~~Exchange Act Rule 14c-2~~concern.

~~Certain~~During ~~Risks~~the ~~Associated~~years ~~With~~ended December 31, 2024 and 2023, the ~~Increase~~Company has not had any disagreements with J&S on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to J&S’s satisfaction, would have caused them to make reference thereto in ~~Authorized~~their ~~Capital~~reports on the Company’s consolidated financial statements for such periods.

~~The~~During ~~increase~~the inyears ~~authorized~~ended ~~shares~~December of31, ~~common~~2024 ~~stock~~and ~~could~~2023, ~~have~~there ~~the~~were ~~effect~~no ofreportable ~~delaying~~events, oras ~~preventing~~defined ~~a change~~ in ~~control~~Item 304(a)(1)(v) of ~~the~~Regulation ~~Company~~S-K.

~~Any~~We ~~additional issuance of common stock could, under certain circumstances,~~ have ~~the~~requested ~~effect~~that ofJ&S ~~delaying~~furnish orus ~~preventing~~with a ~~change~~letter inaddressed ~~control of the Company by increasing the number of outstanding shares entitled~~ to ~~vote and by increasing~~ the ~~number~~Commission ofstating ~~votes~~whether ~~required~~it toagrees ~~approve~~with ~~a change in control of~~ the ~~Company. Shares~~above of common stock could be issued, or rights to purchase such shares could be issued, to render more difficult or discourage an attempt to obtain control of the Company by means of a tender offer, proxy contest, merger or otherwisestatements. ~~The~~ ~~ability~~A ofcopy ~~the Board~~ of ~~the~~this ~~Directors~~letter tois ~~issue~~included ~~such~~herewith additional shares of common stock could discourage an attempt by a party to acquire control of the Company by tender offer or other means. Such issuances could therefore deprive stockholders of benefits that could result from such an attempt, such as ~~the~~Exhibit ~~realization of a premium over the market price that such an attempt could cause~~16. Moreover, the issuance of such additional shares of common stock to certain persons’ interests aligned with that of the Board of Directors could make it more difficult to remove incumbent managers and directors from office even if such change were to be favorable to stockholders generally1.

~~While~~Concurrently ~~the increase in the number of shares of common stock authorized may have anti-takeover ramifications~~therewith, ~~the~~we ~~Board~~retained ~~of Directors believes that~~ the ~~financial~~firm ~~flexibility offered by the amendment outweighs any disadvantages. To the extent that the increase in the number~~ of ~~shares of common stock authorized may have anti-takeover effects~~Aloba, ~~the~~Awomolo ~~amendment~~& ~~may~~Partners ~~encourage persons seeking to acquire the Company to negotiate directly with the Board of Directors~~(“AAP”), ~~enabling the Board of Directors~~ to ~~consider~~audit aour ~~proposed~~consolidated ~~transaction~~financial instatements afor ~~manner~~our ~~that~~fiscal ~~best~~year ~~serves~~ending ~~the~~December ~~stockholders’~~31, ~~interests~~2025.

IfDuring wethe ~~issue~~fiscal ~~additional~~years ~~shares~~ended December 31, 2024 and 2023, and through the date of ~~common~~this ~~stock~~Form in8-K, neither the ~~future~~Company nor anyone acting on its behalf consulted AAP regarding (1) the application of accounting principles to a specified transaction, ~~whether~~either incompleted ~~connection~~or ~~with~~proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and AAP did not provide either a ~~financing~~written report or oral advice to the Company that was an important factor considered by the Company in ~~exchange~~reaching ~~for~~a ~~services~~decision as to any accounting, auditing, or ~~rights~~financial reporting issue, it(2) ~~will~~any ~~result~~matter inthat was either the ~~dilution~~subject of ~~our~~a ~~existing~~disagreement ~~stockholders~~with J&S on accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of J&S, would have caused J&S to make reference to the matter in their report, or a “reportable event” as described in Item 304(a)(1)(v) of Regulation S-K of the SEC’s rules and regulations.

~~Our~~Item ~~articles of incorporation authorize the issuance of up to 1,000,000,000 shares of common stock with a par value of $0~~9.~~001~~01 ~~per~~Financial ~~share,~~Statements and ~~175,000,000 shares have been designated as “blank check” preferred stock~~Exhibits. As of the date of this Form 8-K, the Company had 176,168,548 shares of common stock issued and outstanding. Accordingly, we may issue up to an additional 823,831,452 shares of common stock. Our Board of Directors may choose to issue some or all of such shares to acquire one or more companies or properties, to fund our overhead and general operating requirements and in exchange for services rendered to the Company. Such issuances may not require the approval of our stockholders. We have previously issued shares of our common stock in exchange for services provided to the Company and for certain rights, including as consideration for intellectual property rights and consulting services. Any future issuances may reduce the book value per share and may contribute to a reduction in the market price of the outstanding shares of our common stock. If we issue any such additional shares in the future, such issuance will reduce the proportionate ownership and voting power of all current stockholders.

2(d) Exhibits

Item 9.01 Financial Statements and Exhibits

Number		Exhibit

16.1		Consent of J&S*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~(d)~~*Filed ~~Exhibits:~~herewith.

Exhibit		Description
3.1		Certificate of Amendment to Articles of Incorporation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

3 SIGNATURES

~~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 hereunto duly authorized.

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 hereunto duly authorized.

	New Momentum Corporation

Date: May 2, 2025	By:	/s/ Leung Tin Lung David
		Leung Tin Lung David President (principal executive officer, principal accounting officer and principal financial officer)

	New Momentum Corporation
Date: July 6, 2022	By:	/s/ Leung Tin Lung David
	Name:	Leung Tin Lung David
	Title:	President

Filing Compare · New Momentum Corp.