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, 2021 audited financial statements and related notes included in the Company's Form 10-K (File No. 000-52273; the "Form 10-K"), as filed with the Securities and Exchange Commission on March 26, 2020. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute "forward-looking" statements.





OVERVIEW

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





Going Concern

To date the Company has little operations or revenues and consequently has incurred recurring losses from operations. No revenues are anticipated until we complete the financing we endeavor to obtain, as described in the Form 10-K, and implement our initial business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern.

Our activities have been financed from related-party loans and the proceeds of share subscriptions. During October 2015, the Company raised a total of $300,500 in cash from offerings of our common stock. We have no outstanding loans.

The Company plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings.





PLAN OF OPERATION

We are an early stage corporation and have generated revenues of $2 and $338,949 from our business for the three months ended March 31, 2022 and for the year ended March 31, 2021, respectively. We operate an online ticketing platform named Gagfare.com, which provides a ticketing system for individuals and agencies to search, book and issue flight tickets and other services. During the 12 months following the date of filing of this Form 10-Q, we will be focused on attempting to raise $10,000,000 of funds to expand our business. We have no assurance that future financing will materialize. If that financing is not available, we may be unable to continue. However, if such public financing is not available, we could fail to satisfy our future cash requirements. We have no assurance that future financing will materialize. If that financing is not available we may be unable to continue. Management believes that if subsequent private placements are successful, we will be able to generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

If we are unsuccessful in raising the additional proceeds through a private placement offering we will then have to seek additional funds through debt financing, which would be highly difficult for an early-stage company to secure. Therefore, the Company is highly dependent upon the success of the anticipated private placement offering and failure thereof would result in the Company having to seek capital from other sources such as debt financing, which may not even be available to the Company. However, if such financing were available, because we are an early stage company, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If we cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in our common stock would lose all of their investment.






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With new investors joining, the Company is operating a travel services businesses, which includes an online ticketing platform Gagfare, which provides to travelers a "Book Now, Pay Later" business model, for travelers to secure the best fares and reserve flights well ahead of time. The Company will also become the driving force behind a bold new hospitality concept that takes nature lovers and intrepid travelers to exciting new and established destinations. The curated collection of boutique properties, each with a focus on diving, sustainability, conservation, and cultural authenticity, offers a thoroughly contemporary travel experience that is intrinsically linked to the destination, its heritage and its culture.





RESULTS OF OPERATIONS

Comparison of the Three Months ended March 31, 2022 and 2021

As of March 31, 2022, we suffered from a working capital deficit of $345,304. As a result, our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders or other capital sources. Management believes that the continuing financial support from the existing shareholders and external financing will provide the additional cash to meet our obligations as they become due. Our financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

The following table sets forth certain operational data for the three months ended March 31, 2022 and 2020:





                                          Three Months Ended March 31,
                                           2022                 2021
Revenues                              $            2       $       338,949
Cost of revenue                                    -              (337,826 )
Gross profit                                       2                 1,123
General and administrative expenses          (32,414 )             (38,359 )
Other income (expense)                        12,813                (2,172 )
Loss before income taxes                     (19,599 )             (39,408 )
Income tax expense                                 -                     -
Net loss                                     (19,599 )             (39,408 )

Revenue. We generated revenues of $2 and $338,949 for the three months ended March 31, 2022 and 2021, due to the significant reduction of air ticket demand from the unexpected Omicron outbreak, starting from December 2021 up to March 2022, globally and in Hong Kong. The global demand for air tickets have largely decreased and we experienced many flight cancellations or rescheduling. This situation has since recovered when the outbreak was brought under control in April 2022. We will continue to operate the business and expect the market turnaround in the upcoming holiday season.

Cost of Revenue. Cost of revenue for the three months ended March 31, 2022 and 2021, was $0 and $337,826, respectively. Cost of revenue decreased primarily as a result of the significant decrease in our business volume.

Gross Profit. We achieved a gross profit of $2 and $1,123 for the three months ended March 31, 2022 and 2021, respectively. The decrease in gross profit is primarily attributable to the significant decrease in our business volume.

General and Administrative Expenses ("G&A"). We incurred G&A expenses of $26,330 and $18,475 for the three months ended March 31, 2022 and 2021, respectively. The increase in G&A is primarily attributable to the increase in professional fees and service charges.

Income Tax Expense. Our income tax expenses for the three months ended March 31, 2022 and 2021 were $0.

Net Loss. During the three months ended March 31, 2022, we incurred a net loss of $19,599, as compared to $39,408 for the three months ended March 31, 2021.






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Liquidity and Capital Resources

As of March 31, 2022, we had cash and cash equivalents of $25,548, accounts receivable of $834, deposits, prepayments and other receivables of $21,601.

We believe that our current cash and other sources of liquidity discussed below are adequate to support general operations for at least the next 12 months.





                                               Three Months Ended March 31,
                                                2022                 2021

Net cash used in operating activities $ (554 ) $ (34,466 ) Net cash provided by financing activities $ 9,387 $ 12,117







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Net Cash Used In Operating Activities.

For the three months ended March 31, 2022, net cash used in operating activities was $544, which consisted primarily of a net loss of $19,599, offset by a depreciation of right-of-use asset of $6,259, non-cash expenses related to lease liabilities of $626, a decrease in accounts receivables of $14,939 an increase in deposits, prepayments and other receivables of $1,893, decrease in accounts payable of $15,098 and an increase in accrued liabilities and other payables of $14,212.

For the three months ended March 31, 2021, net cash used in operating activities was $34,466, which consisted primarily of a net loss of $39,408, offset by an amortization of convertible note discount of $667, depreciation of right-of-use asset of $5,038, an increase in accounts receivables of $113, a decrease in accrued liabilities and other payable of $1,282 and an increase of lease liabilities of $632.

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, 2022 and 2021, there are no net cash provided by investing activities.

Net Cash Provided By Financing Activities.

For the three months ended March 31, 2022, net cash provided by financing activities was $9,387 consisting primarily of $6,732 payment of lease liabilities, offset by $16,119 advances from a director.

For the three months ended March 31, 2021, net cash provided by financing activities was $12,117 consisting primarily of $6,774 payment of lease liabilities, offset by $18,891 advances from a director.





COVID-19

We continue to evaluate the impact of the COVID-19 pandemic on the industry and our Company and have concluded that while it is reasonably possible that the virus could have a negative effect on our financial position and results of our operations, the specific impact is not readily determinable as of the date of this filing. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements for the three months ended March 31, 2022.





Subsequent Events

None through date of this filing.






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