UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 11, 2020

Nevada

(State or other jurisdiction of incorporation)

000-52273

(Commission File Number)

88-0435998

 (IRS Employer Identification No.)

Room 1101, 11/F, Technology Plaza

651 King’s Road

North Point, Hong Kong

(Address of principal executive offices)(Zip Code)

+852 2911-0119

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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 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 4.01 Changes in Registrant’s Certifying Accountant

(a)  On August 11, 2020, New Momentum Corporation, a Nevada corporation (the “Company”), notified Centurion ZD CPA & Co. (“Centurion ZD”), that the Company had dismissed Centurion ZD as the independent registered public accounting firm of the Company.  The Board of Directors of the Company recommended and approved the dismissal.

The reports of Centurion ZD regarding the Company’s financial statements as of December 31, 2019 and 2018 and the statement of operations, stockholders’ equity (deficit) and cash flows for the years then ended, contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principle.  The reports of Centurion ZD, however, stated that there is substantial doubt about the Company’s ability to continue as a going concern.

For the years ended December 31, 2019 and 2018, and during the subsequent interim period through the date of dismissal, the Company had no disagreement with Centurion ZD on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Centurion ZD, would have caused them to make reference thereto in their report on the Company’s financial statements for such year ended December 31, 2019 and 2018.  There were no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Centurion ZD a copy of the above disclosures and requested Centurion ZD to furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements.  Centurion ZD’s response is attached as Exhibit 16.1 to this Current Report on Form 8-K.

(b) On August 11, 2020, the Board of Directors of the Company resolved to engage the independent registered public accounting firm of Total Asia Associates Plt (“Total Asia Associates”), the Company’s new independent registered public accountants, which appointment Total Asia Associates has accepted with the dismissal of Centurion ZD.

During the two most recent fiscal years and the interim period preceding the engagement of Total Asia Associates, the Company has not consulted with Total Asia Associates regarding either: (i) the application of accounting principles, (ii) the type of audit opinion that might be rendered by Total Asia Associates or (iii) any other matter that was the subject of disagreement between the Company and its former auditor as described in Item 304(a)(1)(iv), or a reportable event as described in paragraph 304(a)(1)(v), of Regulation S-K. The Company did not have any disagreements with Centurion ZD and therefore did not discuss any past disagreements with Total Asia Associates.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

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.