UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



Amendment No. 1 to

FORM 10-K



ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934



FOR THE FISCAL YEAR ENDING MAY 31, 2016



COMMISSION FILE NUMBER:



Momentous Holdings Corp.

(Exact name of registrant as specified in its
charter)





|Nevada                                                                         |  | 32-0471741                          
|------------------------------------------------------------------------------ |  | ------------------------------------
|(State or other jurisdiction
        of incorporation
        or organization) |  | (I.R.S. Employer Identification No.)



|Suite 3, Floor 3, 148 Cambridge Heath Road,
        London,
        E1 5QJ, United Kingdom
        (Address of principal executive
        offices, including zip code)
        
        +44 744 430
        1337
        (Registrant’s telephone number, including
        area code)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                      

Securities registered pursuant to Section 12(b)
of the Act:  Common Stock: $0.00 par value



Securities registered pursuant to Section 12(g)
of the Act:  None



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.     [  ] Yes [X] No

Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [  ] Yes [X] No

Indicate by check mark whether the registrant
(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 [X] No

Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data Filed required to be submitted
and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
[  ] Yes [X] No

Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part iii of this Form 10-K or any amendments
to this Form 10-K. [  ]

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.

|Large accelerated filer [  ] | Accelerated filer [  ]       
|---------------------------- | -----------------------------
|                             |                              
|Non-accelerated filer [  ]   | Smaller reporting company [X]



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).   Yes [  ] No [X]

The company has not been approved for trading. Therefore, no market
value can be calculated. A total of 1.285 million shares are held by non-affiliates.



Indicate the number of shares outstanding
of each of the registrant’s classes of common stock, as of the latest practicable date: There were 3,785,000 shares of common
stock issued and outstanding at July 15, 2016. There were no shares of preferred stock issued and outstanding at July 15, 2016.

DOCUMENTS INCORPORATED BY REFERENCE



Parts I and III: Portions of Registrant’s S-1 effective as
of December 31, 2015.
















Explanatory Note







This this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year
ended May 31, 2016, as filed with the Securities and Exchange Commission on July 15, 2016, is to furnish a corrected audit report
on F-2.



No other changes have been made to the Form 10-K other than described above.
This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or
update in any way disclosures made in the Form 10-K.
















Table of Contents



|         |                                                                                                                                                            | Page
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|         | A Warning About Forward-Looking Statements                                                                                                                 | 1   
|         |                                                                                                                                                            |     
|         | PART I                                                                                                                                                     |     
|Item 1.  | Business                                                                                                                                                   | 2   
|Item 1A. | Risk Factors                                                                                                                                               | 2   
|Item 1B. | Unresolved Staff Comments                                                                                                                                  | 2   
|Item 2.  | Properties                                                                                                                                                 | 2   
|Item 3.  | Legal Proceedings                                                                                                                                          | 3   
|Item 4.  | Submission of Matters to a Vote of Security Holders                                                                                                        | 4   
|         |                                                                                                                                                            |     
|PART II 
|         |                                                                                                                                                            |     
|Item 5.  | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Shares                                                   | 4   
|Item 6.  | Selected Financial Data                                                                                                                                    | 4   
|Item 7.  | Management’s Discussion and Analysis of Financial Condition and Results of Operation                                                                       | 4   
|Item 7A. | Quantitative and Qualitative Disclosures about Market Risk                                                                                                 | 6   
|Item 8.  | Financial Statements and Supplementary Data                                                                                                                | 6   
|         | (The financial statements and supplementary data required by this item are set forth at the end of this Annual Report on Form 10-K beginning on page F-1.) |     
|Item 9.  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                                                                       | 6   
|Item 9A. | Controls and Procedures                                                                                                                                    | 7   
|Item 9B. | Other Information                                                                                                                                          | 7   
|         |                                                                                                                                                            |     
|PART III
|         |                                                                                                                                                            |     
|Item 10. | Directors, Executive Officers and Corporate Governance                                                                                                     | 8   
|Item 11. | Executive Summary and Compensation                                                                                                                         | 9   
|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                                                             | 9   
|Item 13. | Certain Relationships and Related Transactions, and Director Independence                                                                                  | 10  
|Item 14. | Principal Accountant Fees and Services                                                                                                                     | 10  
|         |                                                                                                                                                            |     
|PART IV 
|         |                                                                                                                                                            |     
|Item 15. | Exhibits, Financial Statements, Schedules                                                                                                                  | 11  
|         | Index to Financial Statements                                                                                                                              | 11  
|         | Index to Exhibits                                                                                                                                          | 13  
|         |                                                                                                                                                            |     













i






A WARNING ABOUT FORWARD-LOOKING STATEMENTS



This Annual Report on Form 10-K contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking
statements, including statements about our business strategy, the effect of Generally Accepted Accounting Principles (“GAAP”)
pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds and all
plans, objectives, expectations and intentions and the statements regarding future potential revenue. These statements appear in
a number of places and can be identified by the use of forward-looking terminology such as “may,” “will,” “should,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “future,”
“intend,” or “certain” or the negative of these terms or other variations or comparable terminology, or by
discussions of strategy.



Actual results may vary materially from
those in such forward-looking statements as a result of various factors that are identified in “Item 1A.— Risk Factors”
and elsewhere in this document. No assurance can be given that the risk factors described in this Annual Report on Form 10-K are
all of the factors that could cause actual results to vary materially from the forward-looking statements. References in this Annual
Report on Form 10-K to (i) the “Company,” the “Registrant,” “Momentous” “we,” “our,”
and “us” refer to MOMENTOUS HOLDINGS CORP.



Investors and security holders may obtain
a free copy of the Annual Report on Form 10-K and other documents filed by MOMENTOUS HOLDINGS CORP. with the Securities and Exchange
Commission (“SEC”) at the SEC’s website at http://www.sec.gov. Free copies of the Annual Report on Form 10-K and other
documents filed by MOMENTOUS HOLDINGS CORP. with the SEC may also be obtained from MOMENTOUS HOLDINGS CORP. by directing a request
to MOMENTOUS HOLDINGS CORP. Attention: James Horan, Suite 3, Floor 3, 148 Cambridge Heath Road,

London, E1 5QJ, United Kingdom

























1






PART I



Item 1.   Business



Overview



Momentous Holdings Corp. (“MOMENTOUS”
or the “Company”) was incorporated on May 29, 2015 in the State of Nevada. Our address is Suite 3, 3rd
Floor, 148 Cambridge Heath Rd., London, E1 5QJ, United Kingdom. Our corporate address is a professional mail forwarding office
where physical office space may be rented on a short-term basis for additional fees. We intend to conduct our business operations,
including administrative functions, sales, marketing, and app development at the offices of our third party developers, the personal
residences of our officers, all of whom are currently in the United Kingdom; however, we will also be working remotely. Our corporate
books and records will be maintained and stored with our legal counsel at: Booth Udall Fuller, 1255 W. Rio Salado Pkwy., Ste.
215, Tempe, AZ 85281. Our fixed equipment will be located at the personal residences of our officers. Our phone number is +44
744 430 1337+44 744 430 1337. Our fiscal year end is May 31.



Prior to forming Momentous Holdings Corp.,
Mr. Horan, our founder and president, operated the business as a sole proprietor under the dba “Health & Fitness Apps”.
He started the business on December 2, 2013, when he purchased a computer, and started working on product designs and the company’s
website. The first sales occurred in early 2014, prior to the formation of Momentous Holdings Corp. Subsequently, Mr. Horan contributed
the business assets and liabilities of his sole proprietorship into Momentous Holdings Corp., in exchange for 500,000 shares of
our common stock.



We are a development stage company specializing
in designing, acquiring and developing mobile applications (‘app/apps’) and mobile software for download by end consumers.



Currently we own Muscle Manager and Muscle
Manager Pro apps, both available on Apple iTunes, and are unique apps that track users’ workout history and applies this
to a physical representation of the user’s body. The ‘Manager’ screen allows users to clearly monitor those muscle
groups users have worked on and those muscle groups that users have tended to neglect. Through this interactive body manager, users
are clearly able to Track their exercise and help users achieve a total body workout.



Muscle Manager ‘Lite’ is a free
download, as of December 2015, 43,700 consumers had downloaded the app. As of the same date we had sold approximately 1,390 copies
of the Muscle Manager Pro app, which retails at $1.99 per download.



Recent Developments



On December 31, 2015, Momentous Holdings Corp.’s
S-1 registration became effective. A maximum of 5,000,000 shares of our common stock at an offering price of $0.04 per share were
offered and we sold a total of 1,285,000.



Item 1A. Risk Factors



Smaller reporting companies are not required
to provide the information required by this item.



Item 1B. Unresolved Staff Comments



Not applicable.



Item 2.    Properties



Office Space and Plants



We do not own any real property. We maintain
an address at Suite 3, 3rd Floor, 148 Cambridge Heath Road, London, E1 5QJ, United Kingdom. Our corporate address is
a professional mail forwarding office where physical office space may be rented on a short-term basis for additional fees. Since
the Company’s officers are working for the Company on a part-time basis, it is not necessary to rent any office space at
this time.



Our business operations, including administrative
functions, sales, marketing, and app development are performed at this address, the offices of the Company’s third party
developers and the personal residences of our officers, all of whom are currently based in the United Kingdom; however, we will
also be working remotely. Our corporate books and records are maintained and stored with our legal council at: Booth Udall Fuller,
1255 W. Rio Salado Pkwy., Ste. 215, Tempe, AZ 85281. Our fixed equipment is located at the personal residences of our officers.





2






Item 3.    Legal Proceedings



We are not currently a party to any legal proceedings.
We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more
of our voting securities are adverse to us or have a material interest adverse to us.



Our agent for service of process in Nevada
is Incsmart.biz, Inc., 1516 E. Tropicana Ave, Ste. 155, Las Vegas, NV. 89119.



Item 4.    Mine Safety
Disclosure



NA





















3






PART II



|Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|------- | ------------------------------------------------------------------------------------------------------------



On December 31, 2015, our
Form S-1 Registration Statement became effective, pursuant to which we have offered 5,000,000 shares for sale to the public and
sold a total of 1,285,000 shares at $0.04 per share.



As of May 31, 2016, there
were 3,785,000 shares of our common stock outstanding and 31 stockholders of record. We have not paid dividends on our common stock
and do not anticipate paying dividends in the foreseeable future.  Information required by Item 201(d) or Regulation
S-K is included in Part III, Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



|Item 6. | Selected Financial Data
|------- | -----------------------





|                      |  | May 31, 2016 |         |   | May 31, 2015 |  
|--------------------- |  | ------------ | ------- | - | ------------ | -
|Revenue               |  | $            | 694     |   |              | $
|Operating Expenses    |  |              | 24,739  |   |              |  
|Earnings (Loss)       |  | $            | (24,045 | ) |              | $
|                      |  |              |         |   |              |  
|Total Assets          |  | $            | 38,319  |   |              | $
|Liabilities           |  |              | 16,719  |   |              |  
|Stockholders’ Deficit |  | $            | 21,600  |   |              | $







|Item 7. | Management’s Discussion and Analysis of Financial Condition and Result of Operations
|------- | ------------------------------------------------------------------------------------



The following discussion
is intended to assist in the understanding and assessment of significant changes and trends related to the results of operations
and financial condition of MOMENTOUS HOLDINGS CORP. This discussion and analysis should be read in conjunction with our financial
statements and notes thereto included elsewhere in this Annual Report on Form 10-K for the fiscal year ended May 31, 2016.



Our Plan for the Next 12 Months



The following is a list of business goals and milestones we wish
to accomplish within the next twelve months.



| | · | Secure necessary funds
| | - | ----------------------

| | · | Product Development, Facility and Equipment
| | - | -------------------------------------------

| | · | Engage in advertising and marketing
| | - | -----------------------------------

| | · | Hire skilled employees to complete our team
| | - | -------------------------------------------

| | · | Pay for legal and accounting costs
| | - | ----------------------------------



Our first major milestones will be securing
funds and upping the scale of our production. This is our primary focus. In three years, we hope to have established our brand,
apps and company in the United States, United Kingdom and internationally.



Product Development, Facility and Equipment



Should we secure sufficient funding we intend
to develop our existing apps to include the following features with associated costs:



| | 1. | Add a function that allows the recording or cardiovascular exercises. This feature would cost approximately
$9,000 and would take a month to implement.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Include the ability for users to share completed training programs via social media/networking,
such as Strava, map My Run, My Fitness Plan, Twitter, Instagram and Facebook. This allows people to share their work-outs and also
promotes the app. This would be achieved within a few days and would cost approximately $2,000.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We are discussions with a developer
to implement these changes by August 2017.



| | 3. | Develop a feature that provides the user with suggested exercises once a particular muscle/muscle
group is chosen. Also to include the ability to show exercises previously completed to explain users delayed onset muscle soreness
(DOMS). This feature would also record previous exercises completed by the user to allow progress tracking and progress reports.
The cost of these additions would be approximately $25,000 and take two months to implement.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





4








| | 4. | Add a ‘shuffle’ feature in which the app randomly suggests a full body exercise program
for any given day as opposed to ‘shuffling’ between the same muscle groups as the app currently does. This would cost
approximately $7,600 and would take two weeks to implement.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | After a workout the user is asked to grade their effort, this may not be accurate, particularly
in beginners. The addition of a more detailed recording function to record sets/repetitions/time with beginner, intermediate, experience
variations. Due to the complexity or calculating the required algorithms this would cost approximately $11,500 and one month to
implement.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | Add an additional feature to sell products through the app to include supplements, exercise clothing,
footwear etc. This feature will allow us to develop our own clothing or retail other brands and provide a secondary revenue stream.
This feature will take one month to develop and will cost approximately $8,000.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7. | Add a function to illustrate a male or female muscular anatomy depending on the user, currently
the app only shows a male muscular illustration. This required extensive programming and could cost between $3,800 and $7,600 and
could be achieved within a month.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As we currently outsource the development of
our apps the above costs would hold true unless we employed our own developer. We estimate we could employ a proficient developer
for around $55,000 per annum. This would allow us to implement the above changes and develop new apps. The cost of a new app developed
by an external provider would be in excess of $25,000. Depending on our ability raise funding it may be more cost effective to
employ a developer than outsource the development of our apps. This would also require us to purchase equipment and lease a facility.
We suspect a suitable facility could be found for $15,000 and equipment costs would be in the region of $15,000 to include computers
and software licenses.



As we were able to raise less than 100% of
our offering, we have scaled back our planned development and will not lease a facility or take on full time staff during the year
to May 31, 2017. We will use external providers to develop our existing apps. We will therefore focus on points 1, 2 and 3 in the
first instance with the balance of available funding to be allocated to an advertising campaign to increase consumer awareness.



Advertising and Marketing



We intend to increase our marketing and web
presence immediately/when funding is received. We intend to instruct a specialist search engine optimization (SEO) and marketing
expert to help penetrate new market opportunities in the US, UK and other countries.



Our objectives are to: increase downloads of
the free app globally and increase conversion rates from the ‘lite’ to the purchased version.



We estimate initially this will cost $2,750
per month for 20 hours of dedicated support. This can be increased to $4,000 per month for 50 hours and $7,300 per month for 100
hours should we raise sufficient funds. We will primarily look to focus on organic routes such as strong SEO and social media presence
using Apple iTunes, Google AdWords, Facebook, Instagram and Twitter. Google AdWords for example allows you to choose where your
ad appears, on which specific websites and in which geographical areas (states, towns, or even neighborhoods), allowing for targeted
marketing.



As we have not been able to raise 100% of our
offering, we will scale back on advertising and marketing in the order of preference outlined above. We will implement these campaigns
once we have developed our existing apps. It is important that we improve the app before increasing advertising. As sales have
been seasonal we will try to develop the apps immediately to ensure marketing is implemented in line with seasonal downloads. As
this time we are unable to allocate any budget to advertising as we will prioritise the development of our apps as described above.



Labor



We estimate we could employ a proficient developer
for around $55,000 per annum. This would allow us to implement the above changes and develop new apps. The cost of a new app developed
by an external provider would be in excess of $25,000. As we have not raised sufficient funds we will continue to outsource the
development process as required until such a time those full time employees are financially viable. We still intend to hire new
employees but this will be driven by our development needs as funds are available.



In the future, the Company may be required
to seek additional equity funding in the form of private or public offerings of its common stock.





5






The following discussion of our financial condition
and results of operations should be read in conjunction with our financial statements for the year ended May 31, 2016, together
with notes thereto, and our financial statements for the year ended May 31, 2015, together with notes thereto, which are included
in this Form 10-K.



Results of Operations



Revenues



Our revenue for the year ending May 31, 2016
and 2015 was $694 and $1,370 respectively.



We expect revenues to increase for the year
ended May 31, 2017 as a result of increased sales resulting from improved app development. If we are able to additional funding,
we hope to generate revenues from new apps, advertising and merchandise sales through our existing apps.





Operating Expenses



Operating expenses were $24,739 and $6,941
for the year ending May 31, 2016 and the year ended May 31, 2015, respectively.



We anticipate our operating expenses will increase
as we undertake our plan of operations. The increase will be attributable to the measures described above to implement our business
plan and the professional fees associated with our becoming a reporting company under the Securities Exchange Act of 1934.



Net Loss



Net loss for the year ending May 31, 2016 was
$24,045. Our net loss for the year ended May 31, 2015 was $5,571.

The increase in net loss is attributable to
the increase in professional fees.



Liquidity and Capital Resources



As of May 31, 2016, we had total assets of
$38,319, consisting of cash of $37,154, prepaid expenses of $561, accounts receivable of $67 and property and equipment of $537.
We had current liabilities of $16,719 as of May 31, 2015. Accordingly, we had a working capital of $21,063 as of May 31, 2016,
compared to a working capital deficit of $17,432 as of May 31, 2015.



Our ability to operate beyond May 31, 2016,
is contingent upon us obtaining additional financing and/or upon realizing sales revenue sufficient to fund our ongoing expenses.
Until we are able to sustain our ongoing operations through sales revenue, we intend to fund operations through debt and/or equity
financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements.
We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time.
There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.



Going Concern



Our assets at May 31, 2016 total $38,319.
This amount does not provide adequate working capital for us to successfully operate our business and to service our debt. Expenses
incurred to the date of this prospectus are being recorded our books as they occur. This raises substantial doubt about our ability
to continue as a going concern. Our continuation as a going concern is dependent upon obtaining additional working capital.



Item 7A. Quantitative and Qualitative
Disclosures About Market Risk



As a smaller reporting Company, as defined
by Item 10 of regulation S-K, the Company is not required to provide this information.



Item 8. Financial
Statements and Supplementary Data



The financial statements appear beginning on
page F-1, immediately following the signature page of this report.



Item 9.  Changes in and
Disagreements with Accountants and Financial Disclosure



None.





6






Item 9A. Controls and Procedures



Evaluation of Disclosure Controls and Procedures



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 in the Securities and Exchange
Commission’s rules and forms. Disclosure controls and procedures include, without limitation, 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 management, including our Chief Executive Officers to allow timely decisions regarding required disclosure.



We carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and
15d-15(e)) as of May 31, 2016. Based upon that evaluation, our Chief Executive Officers concluded that our disclosure controls
and procedures were not effective as of May 31, 2016 due to lack of segregation of duties.



Evaluation of Internal Controls and Procedures



We are responsible for establishing and maintaining
adequate internal control over financial reporting as such term is defined by Securities Exchange Act Rule 13a-15(f). Our internal
controls are designed to provide reasonable assurance as to the reliability of our financial statements for external purposes in
accordance with accounting principles generally accepted in the United States.



Internal control over financial reporting has
inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can
provide only reasonable, not absolute, assurance with respect to financial statement preparation and presentation. Further, because
of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.



A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement
of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.



Under the supervision and with the participation
of our Chief Executive Officers Officer, we have evaluated the effectiveness of our internal control over financial reporting as
of May 31, 2016, as required by Securities Exchange Act Rule 13a-15(c). In making our assessment, we have utilized the criteria
set forth by the 2013 Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. We concluded that based on our evaluation, our internal control over financial reporting was not effective as of May
31, 2016.



The Company is neither an accelerated filer
nor a large accelerated filer, as defined in Rule 12b-2 under the Exchange Act, and there is not otherwise included in this Annual
Report an attestation report of the Company’s registered public accounting firm regarding internal control over financial
reporting. Management’s report was not required to be attested by the Company’s registered public accounting firm pursuant
to Item 308(b) of Regulation S-K.



Changes in Internal Control over Financial
Reporting



There were no changes in our internal control
over financial reporting that occurred during the fourth quarter ended May 31, 2016, or subsequent to the date the Company completed
its evaluation, that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.



Item 9B. Other Information



None.



7






PART III



Item 10. Directors, Executive Officers and Corporate Governance



MOMENTOUS HOLDINGS CORP.’s executive
officers and directors and their respective age as of May 31, 2016 are as follows:



Directors:



|Name of Director | Age
|---------------- | ---
|James Horan      | 37 
|Nooroa Ogden     | 44 
|                 |    



Executive Officers as of May 31, 2016:



The following table lists our directors and provides
their respective ages and titles as of May 31, 2016:

|            |  |     |  |                                                 |  |               
|----------- |  | --- |  | ----------------------------------------------- |  | --------------
|Name        |  | Age |  | Title                                           |  | Director Since
|James Horan |  | 37  |  | Chief Executive Officer, President and Director |  | 2015          



|A Nooroa Ogden
        P |  | 44 |  | Chief Financial Officer, Secretary, Treasurer and Director |  | 2015
|------------------------ |  | -- |  | ---------------------------------------------------------- |  | ----



The term of office for each director is one
year, or until the next annual meeting of the shareholders.



Biographical Information



Set forth below is a brief
description of the background and business experience of our officers and director for the past year.



James Horan - President, CEO and Director



James Horan has been President, CEO and Director
of our company since incorporation on May 29, 2015.



Prior to forming Momentous Holdings Corp.,
Mr. Horan, our founder and president, initially operated the business as a sole proprietor under the dba “Health & Fitness
Apps”. He started the business in December 2013, with the first sales occurred in early 2014, prior to the formation of Momentous
Holdings Corp. Revenues and profit have consistently grown since inception. Mr. Horan holds an MSc (hons) degree in Sport and Exercise
Science, and is a YMCA certified Gym Instructor.



In addition to this, Mr. Horan has worked as
a Personal Trainer from 2003 to present for both private clients and Home Health Fitness, a leading personal training firm operating
in and around London. During this time, Mr. Horan has shared and taught his valuable health and fitness experience with hundreds
of clients. Mr. Horan has also gained several additional sports qualifications, including being a BMC Rock Climbing Instructor,
a PADI Dive Master, a BTCB Tae-Kwon-Do Instructor and a qualified First Aider.



Mr. Horan also has an outstanding track record
as a Tae-Kwon-Do athlete, competing in the World Championships, European Championships, Student World Championships and the Olympic
Games World Qualification between the years of 1996 and 2009. Through these years he was a Senior Irish National Team Member, and
was National Team Captain from 2003-2009, subsequently coaching the Irish National squad for Olympic trials in 2012. Aside from
that provided above, Mr. Horan does not hold and has not held over the past five years any other directorships in any company with
a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of
the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940. We believe that Mr.
Horan’s experience as a fully qualified personal trainer and sports coach alongside his international competition experience
provide him the qualifications, attributes and skills necessary to serve on the Board.



Nooroa Ogden – Secretary, Treasurer
and Director



Nooroa Ogden has been Secretary, Treasurer
and Director of our company since September 15, 2015.



Mr. Ogden has extensive experience in the fitness
industry having worked in the industry for over 16. From September 2014, Mr. Ogden has been employed as Head Trainer at Exerceo
Training Limited. His responsibilities include training clients and Develop EMS (Electric Muscle Stimulation) training studios
in London. Prior to his current role Mr. Ogden worked as a Personal Trainer for both private clients and clients of LA Fitness
Limited in South Kensington from June 2006.





8






Mr. Ogden started his career in March 2000
with London Broncos RFC holding various roles including; Development Officer, academy assistant Coach and Strength and Conditioning
Coach for all academies until June 2006.



Mr. Ogden is a Paul Chek Holistic Lifestyle
Coach and a Faster Master Trainer which he obtained from the C.H.E.K Institute, London.



Corporate Governance



Nominating Committee.  We
have not established a Nominating Committee because of our limited operations; and because we have only one director and one officer,
we believe that we are able to effectively manage the issues normally considered by a Nominating Committee.



Audit Committee.  We have
not established an Audit Committee because of our limited operations; and because we have only one director and one officer, we
believe that we are able to effectively manage the issues normally considered by an Audit Committee.



Code of Ethics.  We have not
adopted a Code of Ethics for our principal executive and financial officer.



Item 11. Executive Summary and Compensation



Executive Compensation



|Name and
        Position | Fiscal
        Year | Salary | Bonus | Other annual
        Compensation | Restricted
        Stock
        Award (s) | Securities
        Underling
        Options | LTIP
        Payouts | All other
        Compensation
|------------------------- | ------------------- | ------ | ----- | --------------------------------- | ------------------------------------------ | -------------------------------------------- | -------------------- | ------------------------------
|James Horan               | 2015                | $0     | 0     | 0                                 | 0                                          | 0                                            | 0                    | $0                            
|Nooroa Ogden              |                     | 2015   | $0    | 0                                 | 0                                          | 0                                            | 0                    | 0                             





|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------



The following table sets
forth information regarding the beneficial ownership of our common stock as of May 31, 2016 by:



|· | each person or group of affiliated persons who we know beneficially owns more than 5% of our common stock; and
|- | --------------------------------------------------------------------------------------------------------------



|· | each of our directors and named executive officers;
|- | ---------------------------------------------------



The information presented
below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities
and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed
to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security
or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which
such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise
of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the
same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number
of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire
voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares
as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used
for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable
common share property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment
power with respect to the shares shown. The business address of the shareholders set forth below is Dept. Office 12a, Greenhill
Street, Stratford Upon Avon, Warwickshire, United Kingdom CV376L.



|NAME        | TOTAL SHARES OWNED | PERCENTAGE
|----------- | ------------------ | ----------
|James Horan | 2,500,000          | 66.1%     





9






Item 13.      Certain
Relationships and Related Transactions and Director Independence



During Fiscal Year 2015, there were no other
material transactions between the Company and any officer, director or related party that has not been disclosed in footnote 5
to the financial statements. Additionally, there are no officers, directors or other related parties that since the date of incorporation,
had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or
will materially affect us:



|· | The Officers and Directors;  Any person proposed as a nominee for election as a director;
|- | -----------------------------------------------------------------------------------------



|· | Any other person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | Any relative or spouse of any of the foregoing persons who have the same house as such person; and
|- | --------------------------------------------------------------------------------------------------



|· | Any future transactions between us and our Officers, Directors, and Affiliates will be on terms no less favorable to us than can be obtained from unaffiliated third parties. Such transactions with such persons will be subject to approval of our Board of Directors.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 14.  Audit fees



The aggregate fees
billed by our principal accountant for the audit of our annual financial statements, review of financial statements included in
the quarterly reports and other fees that are normally provided by the accountant in connection with statutory and regulatory filings
or engagements for the fiscal years ended May 31, 2016 and May 31, 2015, were approximately $7,500 and $5,000 respectively.



Tax Fees



The fees billed for professional services rendered
by our principal accountant for tax compliance, tax advice and tax planning for the fiscal years ended May 31, 2016 and 2015 were
$0 respectively.



All other fees



There were no fees billed for other products
or services provided by our principal accountant for 2016 or 2015.



















10








PART IV



Item 15.  Exhibits, Financial
Statements, Schedules



(a) Financial Statements and Schedules.



The following documents
have been filed as a part of this annual report on Form 10-K.  The financial statements and schedules required to be
filed hereunder are set forth at the end of this Annual Report on Form 10-K beginning on page F-1, and are accompanied by a Financial
Statements Index.



Exhibits.



The Exhibit Index attached
behind the signature page is incorporated herein by reference.





FINANCIAL STATEMENTS INDEX



|                                                                 | Page       
|---------------------------------------------------------------- | -----------
|Management’s Report on Internal Control Over Financial Reporting | F-2        
|Independent Auditor’s Report                                     | F-2        
|Balance Sheets                                                   | F-3        
|Statements of Operations                                         | F-4        
|Statements of Cash Flows                                         | F-5        
|Statement of Changes in Shareholder’s Equity                     | F-6        
|Notes to the Financial Statements                                | F-7 to F-10





11










SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) 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.



| | MOMENTOUS HOLDINGS CORP.                    
| | --------------------------------------------
| | (Name of Registrant as Specified in Charter)
| |                                             
| | By:                                         
| |                                             



Date:  July 18,
2016

















12










EXHIBIT INDEX





|            |  |              |  |                                                                                                                                                                                      
|----------- |  | ------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | SEC Ref. No. |  | Title of Document                                                                                                                                                                    
|            |  |              |  |                                                                                                                                                                                      
|            |  |              |  |                                                                                                                                                                                      
|1           |  | 31.1         |  | Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                           
|            |  |              |  |                                                                                                                                                                                      
|2           |  | 31.2         |  | Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                           
|            |  |              |  |                                                                                                                                                                                      
|3           |  | 32.1         |  | Certification of the Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|            |  |              |  |                                                                                                                                                                                      
|4           |  | 101          |  | XBRL Reports*                                                                                                                                                                        

__________________

*Previously filed









13




MOMENTOUS HOLDINGS CORP.





Table of Contents



|                                                                                       | Page       
|-------------------------------------------------------------------------------------- | -----------
|Report of Independent Registered Public Accounting Firm                                | F-2        
|Balance Sheet as of May 31, 2016                                                       | F-3        
|Statement of Operations for the year ended May 31, 2016                                | F-4        
|Statement of Changes in Stockholders’ Equity (Deficit) for the year ended May 31, 2016 | F-5        
|Statement of Cash Flows for the year ended May 31, 2016                                | F-6        
|Notes to Financial Statements                                                          | F-7 to F-10

























F-1












REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM



To the Board of Directors and Shareholders
of

Momentous Holding Corp.





We have audited the accompanying balance
sheets of Momentous Holdings Corp.(the Company) as of May 31, 2016 and 2015 and the related statements of comprehensive loss,
stockholders’ equity (deficit) and cash flows for the years ended May 31, 2016 and 2015. These financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements
based on our audits.



We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.



In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of Momentous Holdings Corp. as of
May 31, 2016 and 2015, and the results of its operations and cash flows for the year ended December 31, 2016 and 2015 in
conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements
have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. As disclosed in Note 2 to the financial statement the Company has generated minimal
revenues since inception, has an accumulated deficit of $42,336 and has incurred losses since inception. These factors, among
others, raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this uncertainty.



/S/ Paritz
& Company, P.A.



Hackensack, New Jersey

July 15, 2016











F-2
   Momentous Holdings Corp. Balance Sheet     May 31,
    May 31,2016
    2015ASSETSCurrent AssetsCash
    $37,154
    $–Prepaid expenses
    561
    –Accounts receivable
    67
    –Total Current Assets
    37,782
    –Fixed AssetsProperty & Equipment, net of accumulated depreciation of $758 and $472, respectively.
    537
    881TOTAL ASSETS
    $38,319
    $881LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)LiabilitiesCurrent LiabilitiesAccounts payable
    $5,401
    $4,993Advances from related party
    11,318
    13,320Total Current Liabilities
    16,719
    18,313Total Liabilities
    16,719
    18,313Stockholders' Equity (Deficit)Preferred stock, $0.001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding as of May 31, 2016 and May 31, 2015 , respectively
    –
    –Common stock, $0.001 par value, 75,000,000 shares authorized; 3,785,000 and 2,500,000 shares issued and outstanding as of May 31, 2016 and May 31, 2015 , respectively
    3,785
    2,500Additional paid-in capital
    57,615
    7,500Accumulated deficit
    (42,336)
    (18,291)Stock Subscription Receivable
    –
    (10,000)Accumulated other comprehensive income
    2,536
    859Total Stockholders' Equity (Deficit)
    21,600
    (17,432)TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
    $38,319
    $881   The accompanying notes are an integral part of these financial statements.    F-3
   Momentous Holdings Corp. Statements of Comprehensive Loss     Year Ended
    Year EndedMay 31,
    May 31,2016
    2015Revenues
    $694
    $1,370Operating ExpensesGeneral and administrative expenses
    24,739
    6,941Total Operating Expenses
    24,739
    6,941Loss before Provision for Income Taxes
    (24,045)
    (5,571)Provision for Income (Credits) Taxes
    –
    –Net Loss
    $(24,045)
    $(5,571)Other Comprehensive LossForeign currency translation adjustment
    2,536
    1,328Total Comprehensive Loss
    (21,509)
    (4,243)Net Loss per Share: Basic and Diluted
    $(0.01)
    $(0.00)Weighted Average Number of Shares Outstanding: Basic and Diluted
    2,506,758
    2,500,000    The accompanying notes are an integral part of these financial statements.   F-4
   Momentous Holdings Corp. Statement of Stockholders' Equity    Preferred Stock
    Common Stock
    Additional Paid-in
    Stock
Subscription
    Accumulated
    Accumulated Other Comprehensive
    Total Stakeholders' EquityAmount
    Shares
    Shares
    Amount
    Capital
    Received
    Deficit
    Income
    (Deficit)Balance, December 2, 2013
    –
    –
    –
    $–
    $–
    $–
    $–
    $–Net loss
    –
    –
    –
    –
    –
    –
    (12,720)
    (12,720)Other comprehensive income/(loss)
    –
    –
    –
    –
    –
    –
    (469)
    (469)Balance, May 31, 2014
    –
    –
    –
    –
    –
    –
    (12,720)
    (469)
    (13,189)Common stock issued
    –
    –
    2,000,000
    2,000
    8,000
    (10,000)
    –
    –
    –Common stock issued for intangibles
    –
    –
    500,000
    500
    (500)
    –
    –
    –
    –Net loss
    –
    –
    –
    –
    –
    –
    (5,571)
    –
    (5,571)Other comprehensive income/(loss)
    –
    –
    –
    –
    –
    –
    –
    1,328
    859Balance, May 31, 2015
    –
    –
    2,500,000
    2,500
    7,500
    –
    (18,291)
    859
    (17,432)Net loss
    –
    –
    –
    –
    –
    –
    (24,045)
    –
    (24,045)Stock subscription received
    –
    –
    –
    –
    –
    10,000
    –
    –
    10,000Issuance of common stock
    –
    –
    1,285,000
    1,285
    50,115
    –
    –
    –
    51,400Other comprehensive income/(loss)
    –
    –
    –
    –
    –
    –
    –
    1,677
    1,677Balance, May 31, 2016
    –
    –
    3,785,000
    3,785
    57,615
    –
    (42,336)
    2,536
    21,600    The accompanying
notes are an integral part of these financial statements.   F-5
   Momentous Holdings Corp. Statements of Cash Flows     Year Ended
    Year EndedMay 31,
    May 31,2016
    2015CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    $(24,045)
    $(5,571)Adjustments to reconcile net loss to net cash used in operating activitiesDepreciation expense
    331
    351Changes in assets and liabilities:Accounts payable
    408
    4,993Accounts receivable
    (67)
    –Prepaid expenses
    (561)
    –Net cash used in operating activities
    (23,933)
    (227)CASH FLOWS FROM FINANCING ACTIVITIESRepayments to related party, net
    (2,002)
    (1,231)Proceeds from the sale of common stock
    61,400
    –Net cash provided by (used in) financing activities
    59,398
    (1,231)Effect of exchange rate changes on cash
    1,689
    1,458Changes in cash during the year
    37,154
    –Cash at beginning of year
    –
    –Cash at end of year
    $37,154
    $–  The accompanying
notes are an integral part of these financial statements.   F-6
    Momentous Holdings Corp.  Notes to the Financial Statements May 31, 2016 (Audited)  NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND PRINCIPLES
OF CONSOLIDATION  We were incorporated as Momentous Holdings
Corp. (the “Company”) on May 29, 2015 in the State of Nevada for the purpose of designing, acquiring and developing
mobile apps and mobile software for download by end consumers.  Prior to forming Momentous Holdings Corp.,
Mr. Horan, our founder and president, operated the business as a sole proprietor under the dba “Health & Fitness Apps”.
He started the business on December 2, 2013, when he purchased a computer, and started working on product designs and the company’s
website. The first sales occurred in early 2014, prior to the formation of Momentous Holdings Corp. Subsequently, Mr. Horan contributed
the business assets and liabilities of his sole proprietorship into Momentous Holdings Corp., in exchange for 500,000 shares of
our common stock.  Our overall aim is to design, acquire and develop
mobile applications (‘app/apps’) and mobile software for download by end consumers. Our goal is to have a training,
health and fitness, well-being app for everyone.  NOTE 2 - GOING CONCERN  The accompanying financial statements have
been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the
normal course of business. The Company has generated minimal revenues since inception, has an accumulated deficit of $42,336 and
has incurred losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue
as a going concern for a reasonable period of time. The accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.  The continuing operations of the Company are
dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future and repay
its liabilities arising from normal business operations as they become due.  NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES   Basis of presentation  The accounting and reporting policies of
the Company conform to accounting principles generally accepted in the United States of America (GAAP).  The consolidated financial statements include
the financial statements of Momentous Holdings Corp., and James Horan doing business as Health & Fitness Apps which have been
accounted for as a combination of entities under common control. All significant inter-company balances and transactions have been
eliminated upon consolidation.  The Company is considered to be in the
development stage as defined in ASC 915 “Development Stage Entities.” The Company is devoting substantially
all of its efforts to the development of its business plans. The Company has elected to adopt early application of Accounting Standards
Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; and does not
present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915.  Use of Estimates  The preparation of financial statements in
conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Significant estimates and assumptions are required in the determination of the fair value of financial
instruments and the valuation of long-lived and indefinite-lived assets. Some of these judgments can be subjective and complex,
and, consequently, actual results may differ from these estimates.  Cash and Cash Equivalents  The Company considers all highly liquid investments
with an original maturity of three months or less to be cash equivalents.  Revenue Recognition  The Company follows FASB ASC 605 “Revenue
Recognition” and recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized
or realizable and earned when all of the following criteria are met:  1. persuasive evidence of an arrangement exists; 2. the product has been shipped or the services
have been rendered to the customer; 3. the sales price is fixed or determinable;
and, 4. collectability is reasonably assured.     F-7
    Income Taxes  We use the asset and liability method of accounting
for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized
for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences
resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to
reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely
than not some portion or all of the deferred tax assets will not be realized.  ASC Topic 740.10.30 clarifies the accounting
for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold
and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken
in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.  Fixed assets  Fixed assets are stated at cost less accumulated
depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. Expenditures for additions
and improvements are capitalized; repairs and maintenance are expensed as incurred.  Software Development cost  The Company accounts for software development
costs in accordance with ASC 350-40, whereby all costs incurred during the preliminary stage of a development project should be
charged to expense as incurred. Capitalization of costs begins after the preliminary stage has been completed, management commits
to funding the project, it is probable that the project will be completed, and the software will be used for its intended function.
All post-implementation costs are charged to expense as incurred. Accordingly, direct internal and external costs associated with
the development of the features and functionality of the Company’s software, incurred during the application development
stage, are capitalized and amortized using the straight-line method of the estimated life of five years.  Net Loss Per Share  Basic net income (loss) per share amounts are
computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed
using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the
exercise of any common share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown
in the report.  Foreign Currency Translation   The functional currency of the Company
is Great British Pounds (GBP). Assets and liabilities of our operations are translated into United States dollar equivalents using
the exchange rates in effect at the balance sheet date. Revenues and expenses are translated using the average exchange rates
during each period and equity accounts are translated at historical cost. Adjustments resulting from the process of translating
foreign functional currency financial statements into U.S. dollars are included in accumulated other comprehensive income in shareholders’
deficit.  Recent Accounting Pronouncements  From time to time
new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may
have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements
and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting
or that such impact will not be material to its financial position, results of operations and cash flows when implemented.  NOTE 4  - PROPERTY AND
EQUIPMENT  Property consists of equipment purchased for
the production of revenues. As of:  May 31,
    May 31,2016
    2015Equipment
    1,295
    1,353Less accumulated depreciation
    758
    472Equipment, net
    537
    881  Assets are depreciated over their useful lives
beginning when placed in service. Depreciation expense was $331 and $347 for the year ended May 31, 2015 and the year ended May
31, 2015, respectively.  F-8
     NOTE  5- INCOME TAXES  The reconciliation of income tax provision (benefit) at the U.S.
statutory rate of 34% for the year ended May 31, 2106 and for the year to May 31, 2015 to the Company’s effective tax rate
is as follows:  May 31,  2016
    May 31, 2015Income tax benefit at statutory rate
    $8,175
    $1,894Change in valuation allowance
    (8,175)
    (1,894)Income tax provision
    $–
    $–  The tax effects of temporary differences that give rise to the Company’s
net deferred tax assets as of May 31, 2016 and May 31, 2015 are as follows:  May 31, 2016
    May 31, 2015Net Operating Loss
    $14,394
    $6,219Valuation allowance
    (14,394)
    (6,219)Net deferred tax asset
    $–
    $–   The Company has approximately $42,300
of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which expire commencing
in fiscal 2035. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that
some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent
upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management
considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making
this assessment. Based on the assessment, management has established a full valuation allowance against all deferred tax asset
relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.  NOTE 6 - RELATED PARTY TRANSACTIONS   As of May 31, 2016 and May 31, 2015, the
balance of the amounts due to the director was $11,318 and $13,320, respectively. The amounts loaned to and from the director are
unsecured, non-interest bearing, and due on demand. The Company’s officer has provided office services without charge. Such
costs are immaterial to the financial statements and accordingly are not reflected herein.        F-9
     NOTE 7 – CAPITAL STOCK  The Company was incorporated on May 29, 2015
in Nevada with authorized capital of 75,000,000 shares of $0.001 par value common stock and 10,000,000 shares of $0.001 par value
preferred stock.
  On May 29, 2015, the Company’s founder,
President and CEO, James Horan, subscribed for 1,000,000 common shares, at a price of $0.005 per share.  On May 29, 2015, the Company’s former
Secretary and Treasurer, Andrew Brown, subscribed for 1,000,000 common shares, at a price of $0.005 per share.  On May 29, 2015, the Company’s founder,
President and CEO, James Horan, contributed the business assets and liabilities of his sole proprietorship into Momentous Holdings
Corp., in exchange for 500,000 shares of our common stock.  On September 28, 2015 the Company received
the $10,000 in respect of James Horan’s subscription of 1,000,000 common shares, at a price of $0.005 per share and Andrew
Brown’s subscription of 1,000,000 common shares, at a price of $0.005 per share.  As of February 29, 2016, the Company sold an aggregate of
1,285,000 shares of its common stock in its registered offering at a price of $0.04 per share resulting in proceeds to the Company
of $51,400. There were 3,785,000 shares of common stock issued and outstanding at May 31, 2016. There were no shares of preferred
stock issued and outstanding at May 31, 2016.  NOTE 8 – CONCENTRATION  100% of the Company’s revenue is from
one client.     F-10