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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 March 31, 2025

☐	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 April 24, 2025, there were 825,861,858 shares of common stock, $0.001 par value, outstanding.

NEW MOMENTUM CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED MARCH 31, 2025

INDEX

Index		Page

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements.	F-1

	Unaudited Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 (audited).	F-1

	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2025 and 2024	F-2

	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2025 and 2024.	F-3

	Unaudited Condensed Consolidated Statements of Shareholders’ Deficit for Three Months ended March 31, 2025 and 2024.	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.	8

Item 4.	Controls and Procedures.	8

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings.	9

Item 1A.	Risk Factors.	9

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

Item 3.	Defaults Upon Senior Securities.	9

Item 4.	Mine Safety Disclosures.	9

Item 5.	Other Information.	9

Item 6.	Exhibits.	10

Signatures		11

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of New Momentum Corporation, a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things to product demand, market and customer acceptance, competition, pricing, the exercise of the control over us by Leung Tin Lung David, the Company’s sole director and majority shareholder, and development difficulties, as well as general industry and market conditions and growth rates and general economic conditions; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

NEW MOMENTUM CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2025 AND DECEMBER 31, 2024

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

	As of March 31,			As of December 31,
	2025			2024
				(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	6,227		$	7,812
Deposits, prepayments and other receivables		3,888			3,889

Total current assets		10,115			11,701

TOTAL ASSETS	$	10,115		$	11,701

LIABILTIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	1,598		$	5,465
Accrued liabilities and other payables		168,705			161,459
Amount due to a director		545,555			536,851
Amount due to a shareholder		31,202			29,905

Total current liabilities		747,060			733,680

TOTAL LIABILITIES		747,060			733,680

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 March 31, 2025 and December 31, 2024, respectively		-			-
Common Stock, $0.001 par value; 1,000,000,000 shares authorized; 825,861,858 shares issued and outstanding as at March 31, 2025 and December 31, 2024, respectively		825,862			825,862
Additional paid in capital		4,034,709			4,034,709
Accumulated other comprehensive loss		(3,423	)		(4,276	)
Accumulated deficit		(5,594,093	)		(5,578,274	)

Shareholders’ deficit		(736,945	)		(721,979	)

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	10,115		$	11,701

See accompanying notes to unaudited condensed consolidated financial statements.

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Table of Contents

NEW MOMENTUM CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

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

	Three Months Ended March 31,
	2025			2024

Revenue, net	$	-		$	6

Cost of revenue		-			-

Gross profit		-			6

Operating expenses:
General and administrative expenses		(13,947	)		(27,411	)
Legal and professional fee		(1,873	)		(1,333	)
Total operating expenses		(15,820	)		(28,744	)

Loss from operations		(15,820	)		(28,738	)

Other income (expense):
Interest expense		-			(1,084	)
Interest income		-			7
Government subsidies		-			3,580
Waiver of interest on convertible note		-			8,612
Total other income (expense)		-			11,115

LOSS BEFORE INCOME TAXES		(15,820	)		(17,623	)

Income tax expense		-			-

NET LOSS		(15,820	)		(17,623	)

Other comprehensive income:
Foreign currency translation gain		854			772

COMPREHENSIVE LOSS	$	(14,966	)	$	(16,851	)

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

Weighted average shares outstanding – Basic and diluted		825,861,858			729,759,499

See accompanying notes to unaudited condensed consolidated financial statements.

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NEW MOMENTUM CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

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

	Three months ended March 31,
	2025			2024

Cash flows from operating activities:
Net loss	$	(15,820	)	$	(17,623	)
Adjustments to reconcile net loss to net cash used in operating activities:
Waiver of interest on convertible note		-			(8,612	)
Depreciation of right-of-use assets		-			6,685
Non-cash lease expense		-			315
Non-cash financing cost		-			1,084

Change in operating assets and liabilities:
Accounts receivable		-			(6	)
Deposits, prepayments and other receivables		1			351
Accounts payable		(3,867	)		129
Accrued liabilities and other payables		7,246			(3,681	)
Net cash used in operating activities		(12,440	)		(21,358	)

Cash flows from financing activities:
Advance from a director		8,704			24,657
Advance from a shareholder		1,297			1,292
Payment of lease liabilities		-			(4,692	)

Net cash provided by financing activities		10,001			21,257

Effect on exchange rate change on cash and cash equivalents		854			767

Net change in cash and cash equivalents		(1,585	)		666

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		7,812			16,776

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	6,227		$	17,442

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

See accompanying notes to unaudited condensed consolidated financial statements.

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NEW MOMENTUM CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

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

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

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	)

Balance as at January 1, 2025		1	$	-		825,861,858	$	825,862	$	4,034,709		$	(4,276	)	$	(5,578,274	)	$	(721,979	)

Foreign currency translation adjustment		-		-		-		-		-			854			-			854
Net loss for the period		-		-		-		-		-			-			(15,820	)		(15,820	)

Balance as at March 31, 2025		1	$	-		825,861,858	$	825,862	$	4,034,709		$	(3,422	)	$	(5,594,094	)	$	(736,945	)

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 MONTHS ENDED MARCH 31, 2025 AND 2024

(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 (“NHCL”)	British Virgin Islands	Investment holding	10,000 ordinary shares at par value of US$1		100	%

Gagfare Limited (“GL”)	Hong Kong	Travel agency	500,000 ordinary shares for HK$500,000		100	%

Beyond Blue Limited (“BBL”)	Hong Kong	Event organizer	1 ordinary share for HK$1		100	%

New Momentum Asia Pte. Ltd. (“NMA”)	Singapore	Investment holding	1 ordinary share of SGD 1		100	%

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 generated continuous loss from its inception and has suffered from net current liabilities of $736,945 as of March 31, 2025. 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 unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

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 of 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 March 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025. 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 May 15, 2025.

·	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.

·	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 transaction price is included in the website and the customers bookings are deemed to be acceptance of the contract. The transaction price is fixed, and there is no variable consideration. The management has assessed its performance obligations as a single performance obligation and revenue is recorded upon transfer of control of the services to the customer. 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 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 months ended March 31, 2025 and 2024.

·	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 three months ended March 31, 2025 and 2024:

	March 31, 2025		March 31, 2024
Period-end HKD:US$ exchange rate		0.1285		0.1277
Average HKD:US$ exchange rate		0.1285		0.1279
Period-end SGD:US$ exchange rate		0.7441		0.7407
Average SGD:US$ exchange rate		0.7418		0.7232

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·	Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive

·	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.

·	Segment reporting

The Company operates in one segment for the sale of travel service. In accordance with the ASC Topic 280, “Segment Reporting”, the Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Since the Company operates in one segment for the sale of travel service, all financial information required by “Segment Reporting” are presented in the accompanying condensed consolidated financial statements.

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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.

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, deposits, prepayments and other receivables, accruals and other payables, accounts payable, amount due to a director and shareholder, 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.

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. AMOUNTS DUE TO A DIRECTOR AND SHAREHOLDER

As of March 31, 2025 and December 31, 2024, the Company owed to its director an amount of $545,555 and $536,851, respectively. As of March 31, 2025 and December 31, 2024, the Company owed to a shareholder the amount of $31,202 and $29,905, respectively. The amounts are unsecured, non-interest bearing and repayable on demand.

5. SHAREHOLDERS’ DEFICIT

(a) 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 March 31, 2025 and December 31, 2024, 1 share of Class A preferred stock was issued and outstanding.

(b) 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

As of March 31, 2025 and December 31, 2024, 825,861,858 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 March 31, 2025, 19,650,000 stock of common shares have been issued under the Plan.

As of March 31, 2025 and December 31, 2024, 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.

6. 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

The Company 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 March 31, 2025, the operations in the United States of America incurred $5,064,885 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 $1,063,626 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.

	Three months ended March 31,
	2025			2024
Loss before income taxes	$	(8,533	)	$	(195	)
Statutory income tax rate		21	%		21	%
Income tax expense at statutory rate		(1,792	)		(41	)
Tax loss – valuation allowance		1,792			41
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

NMA is registered in Republic of Singapore and is subject to the Singapore corporate income tax at a standard income tax rate of 17% on the assessable income arising in Singapore during its tax year. No assessable income was generated in Singapore during the three months ended March 31, 2025 and there was no provision for income tax.

As of March 31, 2025, the operation in Singapore incurred $6,240 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 $1,061 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 three months ended March 31, 2025 and 2024 are as follows:

	Three months ended March 31,
	2025			2024
Loss before income taxes	$	(468	)	$	(215	)
Statutory income tax rate		17	%		17	%
Income tax expense at statutory rate		(79	)		(37	)
Tax loss – valuation allowance		79			37
Income tax expense	$	-		$	-

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Hong Kong

Gl and BBL operating in Hong Kong 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. As of March 31, 2025, the operation in Hong Kong incurred $421,337 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 $69,521 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 three months ended March 31, 2025 and 2024 are as follows:

	Three months ended March 31,
	2025			2024

Loss before income taxes	$	(6,819	)	$	(17,602	)
Statutory income tax rate		16.5	%		16.5	%
Income tax expense at statutory rate		(1,126	)		(2,905	)
Tax effect of non-taxable items		-			(592	)
Tax effect of non-deductible items		1,126			296
Tax loss – valuation allowance		-			3,201
Income tax expense	$	-		$	-

The following table sets forth the significant components of the deferred tax assets of the Company as of March 31, 2025 and December 31, 2024:

	As of
	March 31, 2025			December 31, 2024
Deferred tax assets:
Tax losses carryforwards
- United States	$	1,063,626		$	1,061,834
- Hong Kong		69,521			69,521
- Singapore		1,061			981
		1,134,207			1,132,336
Less: valuation allowance		(1,134,207	)		(1,132,336	)
Deferred tax assets, net	$	-		$	-

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7. 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 three months ended March 31, 2025 and 2024:

Schedule of computation of net loss per share
	Three months ended March 31,
	2025			2024
Net loss attributable to common shareholders	$	(15,820	)	$	(17,623	)

Weighted average common shares outstanding – Basic and diluted		825,861,858			729,759,499

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

# less than $0.001

For the three months ended March 31, 2025 and 2024, 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.

8. SEGMENT REPORTING

The Company currently operates as one segment based on the consolidated information used by the Company’s CODM in evaluating the financial performance of the business and allocation resources. This single segment represents the Company’s business in the sale of travel service. The Company presents a single segment for purposes of financial reporting and prepared consolidated financial statements upon that basis.

The Company’s CODM regularly reviews financial information presented on a consolidated basis. The CODM uses consolidated revenue, gross profit, net income to allocate operating and capital resources and assess performance by comparing actual results to historical results and previously forecasted financial information. The Company’s measure of segment assets is reported on the consolidated balance sheets as total assets.

In addition, substantially all of the Company's revenues and long-lived assets are attributable to operations is in Hong Kong for all periods presented.

9. 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 March 31, 2025 and 2024, the Company paid the allowance of $1,349 and $2,685 respectively, to certain shareholders for their service.

For the three months ended March 31, 2025 and 2024, the Company paid the allowance of $1,349 and $1,343 respectively, to the director for his service.

During the two financial periods, the director also provided maintenance services to the Company in respect to its platform, free of charge. From January 1, 2025, the Company has been provided with free office space by its director.

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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10. CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

For the three months ended March 31, 2025, there is no single customer who contributed in excess of 10% of the Company’s revenues.

For the three months ended March 31, 2024, there is a single customer who accounts for 100% of the Company’s revenue totaling $6, with $0 accounts receivable at March 31, 2024.

(b) Major vendors

For the three months ended March 31, 2025 and 2024, there are no vendors who account for 10% of the Company’s cost of revenue.

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 natural disasters 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.

11. COMMITMENTS AND CONTINGENCIES

As of March 31, 2025 and December 31, 2024, the Company has no material commitments or contingencies.

12. 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 March 31, 2025, 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, 2024 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 May 15, 2025. 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 $0 and $6 from our business for the three months ended March 31, 2025 and 2024, 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.

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.

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RESULTS OF OPERATIONS

Comparison of the Three Months ended March 31, 2025 and 2024

The following table sets forth certain operational data for the three months ended March 31, 2025 and 2024:

	Three Months Ended March 31,
	2025			2024
Revenues	$	-		$	6
Cost of revenue		-			-
Gross profit		-			6
Total operating expenses		(15,820	)		(28,744	)
Other income, net		-			11,115
Loss before income taxes		(15,820	)		(17,623	)
Income tax expense		-			-
Net loss		(15,820	)		(17,623	)

Revenue. We generated revenues of $0 and $6 for the three months ended March 31, 2025 and 2024 respectively, as the Company has ceased ticket sales from September 2023. The nominal income earned in the three months ended March 31 represented booking fees.

Gross Profit. We reported a gross profit of $0 and $6 for the three months ended March 31, 2025 and 2024, respectively.

Other Income. We incurred other income of $0 and $11,115 for the three months ended March 31, 2025 and 2024, respectively. The decrease in other income is primarily attributable to no interest being recognized on convertible note arising from the conversion of the convertible notes that recognized during the three months ended March 31, 2024.

Total Operating Expenses (“TOE”). We incurred TOE expenses of $15,820 and $28,744 for the three months ended March 31, 2025 and 2024, respectively. The decrease in G&A is primarily attributable to no accounting fee, depreciation of right of use assets, property management fee, rent and rates were recorded in the three months ended March 31, 2025.

Income Tax Expense. Our income tax expenses for the three months ended March 31, 2025 and 2024 were $0 and $0.

Net Loss. As a result of the above, during the three months ended March 31, 2025, we incurred a net loss of $15,820, as compared to $17,623 for the three months ended March 31, 2024.

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Liquidity and Capital Resources

As of March 31, 2025, we had cash and cash equivalents of $6,227, deposits, prepayments, other receivables of $3,888, accounts payable of $1,598, accrued liabilities and other payables of $168,705, amount due to director of $545,555 and amount due to shareholder $31,202.

	Three Months Ended March 31,
	2025			2024
Net cash used in operating activities	$	(12,440	)	$	(21,358	)
Net cash provided by investing activities		-			-
Net cash provided by financing activities		10,001			21,257

Net Cash Used In Operating Activities.

For the three months ended March 31, 2025, net cash used in operating activities was $12,440, which consisted primarily of net loss of $15,820, a decrease in deposits, prepayments and other receivables of $1, an increase in accrued liabilities and other payables of $7,246 and decrease in accounts payable of $3,867.

For the three months ended March 31, 2024, net cash used in operating activities was $21,358, which consisted primarily of net loss of $17,623, an increase in accounts receivables of $6, a decrease in accrued liabilities and other payables of $3,681 and a non cash income from the waiver of interest on convertible note of $8,612 offset by a decrease in deposits, prepayments and other receivables of $351, an increase in accounts payable of $129 and non-cash items comprising depreciation of right-of-use asset of $$6,685, expense related to lease liabilities of $315 and financing cost of $1,084.

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 three months ended March 31, 2025 and 2024, there are no net cash provided by investing activities.

Net Cash Provided By Financing Activities.

For the three months ended March 31, 2025, net cash provided by financing activities was $10,001 consisting primarily of $8,704 advance from director and $1,297 advance from a shareholder.

For the three months ended March 31, 2024, net cash provided by financing activities was $21,257 consisting primarily of $24,657 advance from director and $1,292 advance from a shareholder, offset by $4,692 payment of lease liabilities.

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 March 31, 2025.

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.

The transaction price is included in the website and the customers bookings are deemed to be acceptance of the contract. The transaction price is fixed, and there is no variable consideration. The management has assessed its performance obligations as a single performance obligation and revenue is recorded upon the transfer of control of the services to the customer. 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 confirmation and issuance of tickets to the travelers.

·	Segment reporting

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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 March 31, 2025. Based on this evaluation, our management concluded that as of March 31, 2025 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: May 14, 2025	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