Quarterly Report for Quarter Ending June 30, 2025 (Form 10-Q)

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 April 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 no revenue from our business for the six months ended June 30, 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 June 30, 2025 and 2024

The following table sets forth certain operational data for the three months ended June 30, 2025 and 2024:

		Three Months Ended June 30,
		2025				2024
Revenues		$	-			$	-
Cost of revenue			-				-
Gross profit			-				-
Total operating expenses			(21,040	)			(32,435	)
Other income, net			3,209				12,492
Loss before income taxes			(17,831	)			(19,943	)
Income tax expense			-				-
Net loss			(17,831	)			(19,943	)

Revenue. We generated revenues of $0 and $0 for the three months ended June 30, 2025 and 2024 respectively, as the Company has ceased ticket sales from September 2023.

Other Income. We incurred other income of $3,209 and $12,492 for the three months ended June 30, 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 June 30, 2024.

Total Operating Expenses ("TOE"). We incurred TOE expenses of $21,040 and $32,435 for the three months ended June 30, 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 June 30, 2025.

Income Tax Expense. Our income tax expenses for the three months ended June 30, 2025 and 2024 were $0 and $0.

Net Loss. As a result of the above, during the three months ended June 30, 2025, we incurred a net loss of $17,831, as compared to $19,943 for the three months ended June 30, 2024.

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Comparison of the Six Months ended June 30, 2025 and 2024

The following table sets forth certain operational data for the six months ended June 30, 2025 and 2024:

		Six Months Ended June 30,
		2025				2024
Revenues		$	-			$	6
Cost of revenue			-				-
Gross profit			-				6
Total operating expenses			(36,860	)			(61,179	)
Other income, net			3,209				23,607
Loss before income taxes			(33,651	)			(37,566	)
Income tax expense			-				-
Net loss			(33,651	)			(37,566	)

Revenue. We generated revenues of $0 and $0 for the six months ended June 30, 2025 and 2024 respectively, as the Company has ceased ticket sales from September 2023. The nominal income earned in the six months ended June 30, 2024 represented booking fees.

Other Income. We incurred other income of $3,209 and $23,607 for the six months ended June 30, 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 and decrease in government subsidies during the six months ended June 30, 2024.

Total Operating Expenses ("TOE"). We incurred TOE expenses of $36,860 and $61,179 for the six months ended June 30, 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 six months ended June 30, 2025.

Income Tax Expense. Our income tax expenses for the six months ended June 30, 2025 and 2024 were $0 and $0.

Net Loss. As a result of the above, during the six months ended June 30, 2025, we incurred a net loss of $33,651, as compared to $37,566 for the six months ended June 30, 2024.

Liquidity and Capital Resources

As of June 30, 2025, we had cash and cash equivalents of $7,833, deposits, prepayments, other receivables of $21,148, accounts payable of $11,138, accrued liabilities and other payables of $172,695, amount due to director of $561,639 and amount due to shareholder $33,830.

		Six Months Ended June 30,
		2025				2024
Net cash used in operating activities		$	(34,001	)		$	(30,039	)
Net cash provided by investing activities			-				-
Net cash provided by financing activities			28,713				30,562

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Net Cash Used In Operating Activities.

For the six months ended June 30, 2025, net cash used in operating activities was $34,001, which consisted primarily of net loss of $33,651, a increase in deposits, prepayments and other receivables of $17,259, an increase in accrued liabilities and other payables of $11,236 and increase in accounts payable of $5,673.

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.

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, 2025 and 2024, there are no net cash provided by investing activities.

Net Cash Provided By Financing Activities.

For the six months ended June 30, 2025, net cash provided by financing activities was $28,713 consisting primarily of $24,788 advance from director and $3,925 advance from a shareholder.

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.

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, 2025.

Critical Accounting Policies and Estimates

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 note

·	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.

·	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 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.

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.

·	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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Subsequent Events

None through date of this filing.