Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 16, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | New Asia Holdings, Inc. | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Entity Central Index Key | 1,485,029 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 68,948,767 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Incorporation, Date of Incorporation | Mar. 1, 2001 | |
Trading Symbol | nahd |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 51,815 | $ 105,385 |
Receivable-Other | 885 | 885 |
Prepaid Expense | 5,000 | 15,103 |
Total Current Assets | 57,700 | 121,373 |
Other Assets | ||
Deposit | 790 | 790 |
Total Other Assets | 790 | 790 |
TOTAL ASSETS | 58,490 | 122,163 |
Current Liabilities | ||
Accounts Payable | 1,296 | 4,205 |
Accrued Expenses | 535 | |
Advance From Shareholder | 316,533 | 316,533 |
Contingent Liability | 3,060,757 | 5,658,457 |
Total Current Liabilities | 3,379,121 | 5,979,195 |
Total Liabilities | $ 3,379,121 | $ 5,979,195 |
Stockholders' Equity | ||
Preferred Stock, $0.001 par value, 30,000,000 shares authorized, 0 shares issued and outstanding | ||
Common Stock, $0.001 par value, 400,000,000 shares authorized and 68,948,767 shares issued and outstanding, respectively | $ 68,949 | $ 68,949 |
Additional Paid In Capital | 5,412,555 | 5,412,555 |
Accumulated Deficit | (8,802,876) | (11,337,785) |
Stockholders' Deficit | (3,321,372) | (5,856,281) |
Accumulated Other Comprehensive Income(Loss) | 741 | (751) |
Total Stockholders' Equity (Deficit) | (3,320,631) | (5,857,032) |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | $ 58,490 | $ 122,163 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 400,000,000 | 400,000,000 |
Common Stock, shares issued | 68,948,767 | 68,948,767 |
Common Stock, shares outstanding | 68,948,767 | 68,948,767 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 30,000,000 | 30,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | ||
Sales | ||
Total revenues | ||
Operating expenses | ||
Professional Fees | $ 28,004 | $ 26,248 |
Communication | 173 | 385 |
General & Administrative expenses | 34,614 | 1,140 |
Total operating expense | 62,791 | 27,773 |
Loss from operations and before non-controlling Interest | $ (62,791) | $ (27,773) |
Other Income (Loss) | ||
Change in fair value - Contingency Liability | $ 2,597,700 | |
Income (Loss) before non-controlling Interest | $ 2,534,909 | $ (27,773) |
Less: Income Attributable to non-controlling interest | ||
Income (Loss) before income taxes | $ 2,534,909 | $ (27,773) |
Provision for income taxes | ||
Net Income (Loss) | $ 2,534,909 | $ (27,773) |
Net Income (Loss) per common share-basic and fully diluted | $ 0.04 | $ 0 |
Weighted average common shares outstanding-basic and diluted | 68,948,767 | 45,673,280 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income | ||
Net Income (Loss) | $ 2,534,909 | $ (27,773) |
Other Comprehensive (Loss)/Income: | ||
Foreign currency translation adjustment | 1,492 | |
Total Other Comprehensive (loss)/Income | $ 2,536,401 | $ (27,773) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities | ||
Net Income (Loss) | $ 2,534,909 | $ (27,773) |
Adjustment to reconcile net income/(loss) to net cash provided (used) by operating activities: | ||
Change in fair value of contingent liability | (2,597,700) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 10,103 | |
Accounts payable | (2,909) | 1,045 |
Advance from Shareholder | 28,500 | |
Accrued expenses | 535 | |
Net cash provided (used) by operating activities | (55,062) | $ 1,772 |
Effect of exchange rate on cash | $ 1,492 | |
Cash flows from investing activities | ||
Cash flows from financing activities | ||
Net increase (decrease) in cash | $ (53,570) | $ 1,772 |
Cash at beginning of period | 105,385 | 0 |
Cash at end of period | $ 51,815 | $ 1,772 |
Supplemental disclosure of cash flow information: | ||
Interest paid | ||
Taxes paid | $ 800 | $ 0 |
Note 1_ Organization and Summar
Note 1: Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Note 1: Organization and Summary of Significant Accounting Policies | Note 1: Organization and Summary of Significant Accounting Policies ORGANIZATION AND BASIS OF PRESENTATION New Asia Holdings, Inc. (formerly known as DM Products, Inc, previously known as Midwest E.S.W.T. Corp, and previously known as Effective Sport Nutrition Corporation) (the Company) was incorporated on March 1, 2001. Prior to December 2014, we were in the business of locating inventive products and introducing these products (such as the Banjo Minnow Fishing Lure System) through a Direct Response Model, a form of marketing that allows potential consumers direct access to the seller without the necessity of traditional retail. In December 2014, the Company underwent a change in control as a result of approximately 90% of the then issued and outstanding shares of common stock of the Company being acquired by New Asia Holdings, Ltd. (wholly owned by Lin Kok Peng, Ph.D.) and other accredited investors and management adopting a new business plan based on developing highly advanced, proprietary, neural trading models for the financial community. It is our belief that our state-of-the-art, trainable, algorithms in our models will emulate aspects of the human brain, providing our algorithms with a self-training ability to formalize unclassified information and thus develop an enhanced ability to make forecasts based on the historical information and other data available at their disposal. Our neural networks will not make forecasts. Instead, they will analyze price data and uncover opportunities. Using our proprietary neural network, trade decisions will be made based on thoroughly analyzed data (which is not generally possible when using traditional technical analysis methods). We anticipate offering a series of "next-generation" tools that can detect subtle non-linear interdependencies and patterns that other methods of technical analysis are unable to uncover. We will offer trading software solutions to clients on the basis of a "Software as a Service (SaaS)" licensing and delivery models with licensed users availing themselves of service-based contractual arrangements. In addition, we will utilize our in-house proprietary neural trading models to trade our own funds, thus providing added value to our shareholders. Our proprietary trading models are developed by a team of professional engineers in communications, electronic circuitry design and financial engineering. This diverse team will be the key factor of our successful development of non-traditional and innovative trading models. Our systems are designed to take intelligent positions as the market moves/changes and, upon development, our systems will bring a proven, rigorously tested, track-record. We anticipate that our proprietary algorithmic trading systems will generate superior, risk adjustable, returns for our clients. The Company's focus is to capitalize the large volume of the 24 hours Forex markets to achieve capital appreciation over a medium to long term combined with the usage of a good wealth vehicle in order to control risk, profit from both bull or bear markets, maximize liquidity and economic resilience (recession proof). The NAHD systems have been designed to constantly adapt themselves and to take intelligent positions as the market moves/changes. The models are subjected to rigorous testing akin to the volatile trading environment of major financial events/crisis that happened in recent history. These models are also programmed to have the ability to learn and adapt new manners of trading; effectively translating the human behavioral of trading into a predictive science. The NAHD cutting edge quantitative strategies and proprietary algorithmic trading system are developed to generate superior risk adjustable returns for the Holders. On January 21, 2015, Lin Kok Peng resigned from the position of Secretary of the Company while Scott C. Kline was appointed as the Secretary, replacing Lin Kok Peng, and as General Counsel of the Company. On January 23, 2015, the Company filed a Certificate of Amendment with the Secretary of State of the State of Nevada effecting a name change of the Company from DM Products, Inc. to New Asia Holdings, Inc. (the Name Change). The Company notified the Financial Industry Regulatory Authority (FINRA) of the Name Change and a new trading symbol, NAHD, was assigned effective February 13, 2015 as well as a new CUSIP number (64202A109) for the Company's common stock. On August 19, 2015, the Board of Directors of the Company approved a resolution acknowledging that New Asia Holdings Ltd, the principal controlling shareholder of the Company, (i) had been advancing funds in the amount of $220,000 to the Company since December 24, 2014 to pay for operating expenses of the Company and (ii) would be required to advance an additional $80,000 to the Company to fund further operating expenses of the Company. The Board further resolved that these advances would constitute an interest-free loan to the Company to be repaid by the close of business on October 31, 2015. However, if the Company was unable to repay these advances by such date, New Asia Holdings Ltd, at its sole discretion, would have the option to extend the repayment deadline or convert all or a portion of the above advances into common stock of the Company at a conversion price of $0.02 per share. On August 28, 2015, the Company completed the acquisition of Magdallen Quant Pte Ltd., a Singapore-based company, which is focused on the research, development and deployment of advanced, proprietary, state-of-the-art, trainable trading algorithms. The acquisition was accomplished through a share exchange with Mr. Anthony Ng Zi Qin of 7,422,000 new restricted shares of common stock of the Company with a fair value of $3,043,020 in exchange for the entire issued and outstanding capital of Magdallen Quant Pte Ltd., held by Mr. Anthony Ng Zi Qin, consisting of 8,000,100 shares issued at par value of SGD$1.00 per share, or USD$0.714 on the acquisition date and additional contingent consideration of $4,099,837. On September 7, 2015, Mr. Scott C. Kline (Mr. Kline) resigned as Secretary and General Counsel of the Company. The resignation was not as a result of any disagreement with the Company on any matter relating to the Companys operations, policies or practices. On that date, Mr. Jose A. Capote (Mr. Capote) was appointed to serve as the Companys Secretary and Vice President. There is no family relationship between Mr. Capote and any of the Companys directors or officers. Mr. Capote is currently a shareholder of the Company through his 50% ownership of Earth Heat Ltd. As of December 31, 2015, the principal shareholder, New Asia Holdings Ltd, had not yet acted to exercise its option to convert the Advances to shares of common stock, thus the Advances presently remain as an interest-free loan to the Company. The accompanying audited financial statements have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP"). Basis of Presentation The Companys consolidated financial statements are expressed in U.S. Dollars and are presented in accordance with U.S. GAAP and the rules and regulations of the Securities and Exchange Commission (SEC). The Companys fiscal year end is December 31. Principles of Consolidation The consolidated financial statements as of March 31, 2016 and March 31, 2015, and for the three months then ended, include the accounts of its wholly owned subsidiary, Magdallen Quant Pte, Ltd. All significant intercompany transactions have been eliminated . Foreign Currency The functional currencies of our foreign subsidiaries are their respective local currencies. The financial statements of the foreign subsidiary are translated into U.S. dollars for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, stockholders equity at the historical rates of exchange and income and expense amounts at average rates prevailing throughout the period. Translation adjustments resulting from the translation of the subsidiaries accounts are included in Accumulated other comprehensive income/(loss), a separate component of stockholders equity. Gains and losses resulting from foreign currency transactions are included within Selling, general and administrative expenses Cash All highly liquid investments with maturities of three months or less are considered to be cash equivalents. At March 31, 2016 and March 31, 2015, the Company had no cash equivalents. Fair Value of Financial Instruments The Companys financial instruments consist of cash, accounts payable, and advances from shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates, unless otherwise disclosed in these financial statements. ASC Topic 820, "Fair Value Measurements and Disclosures," requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, "Financial Instruments," defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: · Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. · Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. · Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. Also, the Company has a purchase price contingency that is discussed in Note 8. At March 31, 2016, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value: Description Fair Value As of March 31, 2016 Fair Value Measurements at March 31, 2016 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Contingent consideration for business combination 3,060,757 3,060,757 Total $3,060,757 $3,060,757 Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax, assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Companys policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of March 31, 2016, there have been no interest or penalties incurred on income taxes. Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Companys net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing the Companys net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of March 31, 2016. Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The Company follows ASC Topic 505-50 Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services, for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to operating expense and additional paid-in capital over the period during which services are rendered. On April 23, 2015, an additional 800,000 shares of restricted stock at fair value were issued to non-employees ShuQin Wang, Jidong Yang, TongXinHao and HaiTao Wang, each receiving 200,000 shares for their advisory services, at a fair value of $800,000. Long-lived Assets The Company assesses long-lived assets, including intangible assets, for impairment in accordance with the provisions of FASB ASC 360 Property, Plant and Equipment. A long-lived asset (or group of assets) shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The carrying amount of a long lived asset is not recoverable if it exceeds the sum of the undiscounted net cash flows expected to result from the use and eventual disposition of the asset. The amount of impairment loss, if any, is measured as the difference between the net book value of the asset and its estimated fair value. For purposes of these tests, long-lived assets must be grouped with other assets and liabilities for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company follows ASC Topic 350 in accounting for intangible assets, which requires impairment losses to be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets carrying amounts. Goodwill Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. Under accounting requirements, goodwill is not amortized but is subject to annual impairment tests. Recent Accounting Pronouncements The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Companys results of operations, financial position or cash flows. |
Note 2_ Going Concern
Note 2: Going Concern | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Note 2: Going Concern | Note 2: Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has sustained substantial losses of $8,802,876 since inception, has a working capital deficit of $260,264 (not including contingent liability), and is in need of additional capital to grow its operations so that it can become profitable. In view of these matters, the ability of the Company to continue as a going concern is dependent upon growth of revenues and the ability of the Company to raise additional capital. Management believes that its successful ability to raise capital and increases in revenues will provide the opportunity for the Company to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Note 3_ Intangible Assets
Note 3: Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Note 3: Intangible Assets | Note 3: Intangible Assets The Companys intangible assets consist primarily of Proprietary Trainable Trading Algorithms and have not been placed in service as of March 31, 2015. Once placed in service, amortizable assets are amortized over their estimated useful lives using straight-line method. |
Note 4_ Stock Subscription Depo
Note 4: Stock Subscription Deposit Common Stock | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Note 4: Stock Subscription Deposit Common Stock | Note 4: Stock Subscription Deposit Common Stock On December 24, 2014, the Company entered in to a stock purchase agreement for $350,000 of which the Company received a deposit of $337,000 (of which $13,000 were used to pay legal fees) for 58,904,964 shares of common stock of the Company. The stock was issued on January 23, 2015. |
Note 5_ Common Stock
Note 5: Common Stock | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Note 5: Common Stock | Note 5: Common Stock The Company has 430,000,000 shares of capital stock, consisting of 400,000,000 shares of $0.001 par value common stock, and 30,000,000 shares of $0.001 par value preferred stock. The Company had 68,948,767 shares of common stock issued and outstanding as of March 31, 2016 and as of December 31, 2015. On January 23, 2015, pursuant to that certain Stock Purchase Agreement, dated December 24, 2014, with four accredited investors, the Company issued the following shares of common stock: 54,957,724 shares of common stock to New Asia Holdings Limited for $326,546, 1,821,803 shares of common stock to Wong Kai Fatt for $10,825, 1,518,169 shares of common stock to Earth Heat Ltd. for $9,021, and 607,268 shares of common stock to Kline Law Group PC for $3,608. On April 23, 2015, 800,000 shares of restricted common stock at a fair value of $800,000 were issued to four individuals, each receiving 200,000 shares for their advisory services. On August 19, 2015, the Board of Directors of the Company approved a resolution acknowledging that New Asia Holdings Ltd, the principal controlling shareholder of the Company, (i) had been advancing funds in the amount of $220,000 to the Company since December 24, 2014 to pay for operating expenses of the Company ("Prior Advances") and (ii) would be required to advance an additional $80,000 to the Company to fund further operating expenses of the Company (Future Advances, and together with Prior Advances, the Advances). The Board further resolved that these Advances would constitute an interest-free loan to the Company to be repaid by the close of business on October 31, 2015. However, if the Company was unable to repay these Advances by such date, New Asia Holdings Ltd, at its sole discretion, would have the option to extend the repayment deadline or convert all or a portion of the above Advances into common stock of the Company at a conversion price of $0.02 per share. On August 28, 2015, the Company completed the acquisition of Magdallen Quant Pte Ltd. The acquisition was accomplished through a share exchange with Mr. Anthony Ng Zi Qin of 7,422,000 new restricted shares of common stock of the Company with a fair value of $3,043,020 in exchange for the entire issued and outstanding capital of Magdallen Quant Pte Ltd., held by Mr. Anthony Ng Zi Qin, consisting of 8,000,100 shares of stock issued at par value of SGD$1.00 per share, or USD$0.714 on the acquisition date. As of March 31, 2016, the principal shareholder, New Asia Holdings Ltd, had not yet acted to exercise its option to convert the Advances to shares of common stock, thus the Advances presently remain as an interest-free loan to the Company. |
Note 6_ Related Party Transacti
Note 6: Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Note 6: Related Party Transactions | Note 6: Related Party Transactions The Company entered into a consulting contract with Scott Kline, Esq., a stockholder of the Company, for his services as general counsel to the Company. Legal expenses for the related party were $0 and $19,000 for the periods ended March 31, 2016 and March 31, 2015, respectively. There were advances totaling $316,533 and $28,500 from shareholders for the period ending March 31, 2016 and March 31, 2015, respectively. On September 7, 2015, Mr. Scott C. Kline (Mr. Kline) resigned as Secretary and General Counsel of the Company. The resignation was not as a result of any disagreement with the Company on any matter relating to the Companys operations, policies or practices. On that date, Mr. Jose A. Capote (Mr. Capote) was appointed to serve as the Companys Secretary and Vice President. There is no family relationship between Mr. Capote and any of the Companys directors or officers. Mr. Capote is currently a shareholder of the Company through his 50% ownership of Earth Heat Ltd. The Company has paid Mr. Capote consulting fees for acting in the capacity as Secretary and Vice President of the Company in the amount of $4,500 and $0 for the periods ended March 31, 2016 and March 31, 2015, respectively. |
Note 7_ Commitments and Conting
Note 7: Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Note 7: Commitments and Contingencies | Note 7: Commitments and Contingencies The Company entered into an Office Service Agreement on June 11, 2015, with PBC 8105 Irvine Center, LLC (doing business as Carr Workplaces (CW)). Under the terms of the agreement, CW granted the Company a license to use the facilities and services of the Center at 100 Spectrum Center Drive, Suite 900 Irvine, CA 92618. The basic terms of this agreement is for 12 months commencing July 1, 2015 ending June 30, 2016 with monthly fixed fees of $1,758. The Company entered into a tenancy agreement on December 20, 2014, with Treasure Gift Pte Ltd. Under the terms of the agreement, Treasure Gift Pte Ltd granted the Company use of the premises and amenities situated at 33, Ubi Avenue 3, #07-58, Vertex, Singapore 408865. The basic terms of the agreement are that the agreement is for 12 months commencing on January 1, 2015 ending July 31, 2016 with the monthly fixed fee of $1,681. Pursuant to the Sale & Purchase Agreement relating to the Companys acquisition of issued and outstanding shares of Magdallen Quant Pte Ltd in exchange for new restricted shares of common stock of the Company , if the average trading price of the Companys shares based on the 7 days closing price over the period immediately before the first anniversary date of this Agreement and the 7th day falling on the first anniversary date of the agreement is below USD $1.00, the Company shall issue additional shares to Anthony Ng Zi Qin to make up the difference between the value of the Consideration Shares based on such 7 days closing history and the sum of SGD 10,000,000.00. The difference between the fair value of the assets acquired and the value of the shares swapped ($4,099,837) as well as the positive change in the common stock share price ($2,597,700) for the period ended March 31, 2016 created a contingent liability in amount of $3,060,757 in U.S. Dollars. The positive change in common share price occurred because the stock price increased from $0.20 per share as of December 31, 2015 to $0.55 per share as of March 31, 2016. |
Note 8_ Acquisition of Magdalle
Note 8: Acquisition of Magdallen Quante Pte Ltd | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Note 8: Acquisition of Magdallen Quante Pte Ltd | Note 8: Acquisition of Magdallen Quante Pte Ltd In August 2015, we completed our non-related party acquisition of Magdallen Quant Pte Ltd (MQL), a Singaporean company formed in May, 2015 (established solely to hold the ownership to the trainable trading algorithm assets that we acquired). The acquisition was made on the basis of a share swap of 7,422,000 new restricted shares of Common Stock of the Company in exchange for the entire issued and paid-up capital of Magdallen Quant Pte Ltd, which is 8,000,100 shares issued at par value of SGD $1.00 per share, or USD $0.714 on August 28, 2015, the acquisition date. The market value of the common stock of the Company was $0.41 per share at the date of sale. The exchange value in U.S. Dollars for the shares swap were $3,043,020. The fair value of MQL at the acquisition date in U.S. Dollars was $6,267,819. In addition, there is a contingent clause (see Note 7) that increases the value of the assets acquired. This increase was allocated to goodwill in the amount of $875,038 in U.S. Dollars. The total fair value of the exchange was $7,142,857 in U.S. Dollars. The purchase price was allocated to specific identifiable tangible and intangible assets at their fair value at the date of the purchase in accordance with Accounting Standards Codification 805, Business Combinations, as follows: Allocation Goodwill $875,038 Intangible Assets 6,267,819 Total 7,142,857 Less fair value of the contingent liability (4,099,837) Purchase price $3,043,020 |
Note 9_ Impairment Loss
Note 9: Impairment Loss | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Note 9: Impairment Loss | Note 9 : Impairment Loss The company accounted for the acquisition of Magdallen Quant Pte Ltd in accordance with ASC 805-50-15 as an acquisition of assets rather than a business. Magdallen Quant Pte Ltd was valued based on a certified appraisal received by the Company. The Company took into consideration the appraisal, number of shares issued, valuation of the traded stock at the time of issuance and similar patents sold during the year. Based on these assumptions the Company has valued the assets purchased at approximately $13 million at the time of purchase. During the year ended December 31, 2015, it was determined that the independent valuation report did not adequately provide an adequate back-up for the costs incurred in the development of the proprietary algorithms and due to the fact that the algorithms had not yet been placed into service (as the acquisition had only been made in August), there was inadequate information related to potential sales and information on projected sales from upcoming SaaS Contracts was not yet available, it was determined that the value of the acquisition would need to be significantly reduced. As a result, at December 31, 2015, the Company recorded impairment loss of Goodwill and Intangible Assets totaled $875,038 and $6,267,819, respectively. The Company is expecting to have the proprietary trainable algorithms placed into service, and thus achieve revenues, after the Second Quarter, 2016. |
Note 10_ Subsequent Events
Note 10: Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
Note 10: Subsequent Events | Note 10: Subsequent Events As of March 31, 2016, the principal controlling shareholder, New Asia Holdings Ltd, has not yet acted to convert any of the Advances (as described above in Note 5) to common stock, the Advances remain as an interest free loan to the Company at present time. |
Note 1_ Organization and Summ17
Note 1: Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Policies | |
Basis of Presentation | Basis of Presentation The Companys consolidated financial statements are expressed in U.S. Dollars and are presented in accordance with U.S. GAAP and the rules and regulations of the Securities and Exchange Commission (SEC). The Companys fiscal year end is December 31. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements as of March 31, 2016 and March 31, 2015, and for the three months then ended, include the accounts of its wholly owned subsidiary, Magdallen Quant Pte, Ltd. All significant intercompany transactions have been eliminated |
Foreign Currency | Foreign Currency The functional currencies of our foreign subsidiaries are their respective local currencies. The financial statements of the foreign subsidiary are translated into U.S. dollars for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, stockholders equity at the historical rates of exchange and income and expense amounts at average rates prevailing throughout the period. Translation adjustments resulting from the translation of the subsidiaries accounts are included in Accumulated other comprehensive income/(loss), a separate component of stockholders equity. Gains and losses resulting from foreign currency transactions are included within Selling, general and administrative expenses |
Cash | Cash All highly liquid investments with maturities of three months or less are considered to be cash equivalents. At March 31, 2016 and March 31, 2015, the Company had no cash equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Companys financial instruments consist of cash, accounts payable, and advances from shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates, unless otherwise disclosed in these financial statements. ASC Topic 820, "Fair Value Measurements and Disclosures," requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, "Financial Instruments," defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: · Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. · Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. · Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. Also, the Company has a purchase price contingency that is discussed in Note 8. At March 31, 2016, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value: Description Fair Value As of March 31, 2016 Fair Value Measurements at March 31, 2016 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Contingent consideration for business combination 3,060,757 3,060,757 Total $3,060,757 $3,060,757 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Income Taxes | Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax, assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Companys policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of March 31, 2016, there have been no interest or penalties incurred on income taxes. |
Basic Income (Loss) Per Share | Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Companys net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing the Companys net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of March 31, 2016. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The Company follows ASC Topic 505-50 Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services, for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to operating expense and additional paid-in capital over the period during which services are rendered. On April 23, 2015, an additional 800,000 shares of restricted stock at fair value were issued to non-employees ShuQin Wang, Jidong Yang, TongXinHao and HaiTao Wang, each receiving 200,000 shares for their advisory services, at a fair value of $800,000. |
Long-lived Assets | Long-lived Assets The Company assesses long-lived assets, including intangible assets, for impairment in accordance with the provisions of FASB ASC 360 Property, Plant and Equipment. A long-lived asset (or group of assets) shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The carrying amount of a long lived asset is not recoverable if it exceeds the sum of the undiscounted net cash flows expected to result from the use and eventual disposition of the asset. The amount of impairment loss, if any, is measured as the difference between the net book value of the asset and its estimated fair value. For purposes of these tests, long-lived assets must be grouped with other assets and liabilities for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company follows ASC Topic 350 in accounting for intangible assets, which requires impairment losses to be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets carrying amounts. |
Goodwill | Goodwill Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. Under accounting requirements, goodwill is not amortized but is subject to annual impairment tests. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Companys results of operations, financial position or cash flows. |
Note 1_ Organization and Summ18
Note 1: Organization and Summary of Significant Accounting Policies: Fair Value of Financial Instruments: Schedule of Fair Value Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Fair Value Liabilities | At March 31, 2016, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value: Description Fair Value As of March 31, 2016 Fair Value Measurements at March 31, 2016 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Contingent consideration for business combination 3,060,757 3,060,757 Total $3,060,757 $3,060,757 |
Note 8_ Acquisition of Magdal19
Note 8: Acquisition of Magdallen Quante Pte Ltd: Schedule of Identifiable Tangible and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Identifiable Tangible and Intangible Assets | The purchase price was allocated to specific identifiable tangible and intangible assets at their fair value at the date of the purchase in accordance with Accounting Standards Codification 805, Business Combinations, as follows: Allocation Goodwill $875,038 Intangible Assets 6,267,819 Total 7,142,857 Less fair value of the contingent liability (4,099,837) Purchase price $3,043,020 |
Note 1_ Organization and Summ20
Note 1: Organization and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | |
Entity Incorporation, Date of Incorporation | Mar. 1, 2001 | ||
Advance From Shareholder | $ 316,533 | $ 316,533 | $ 28,500 |
Common Stock, shares outstanding | 68,948,767 | 68,948,767 | |
Contingent Liability | $ 3,060,757 | $ 5,658,457 | |
Magdallen Quant Pte. Ltd | |||
Business acquisition date | Aug. 28, 2015 | ||
Purchase price | $ 3,043,020 | ||
Common Stock, shares outstanding | 8,000,100 | ||
Contingent Liability | $ 4,099,837 | ||
Magdallen Quant Pte. Ltd | Common Stock | |||
Stock Issued During Period, Shares, Acquisitions | 7,422,000 | ||
Purchase price | $ 3,043,020 | ||
New Asia Holdings Limited | |||
Equity Method Investment, Ownership Percentage | 90.00% | ||
Date of name change | Jan. 23, 2015 | ||
Debt Instrument, Maturity Date | Oct. 31, 2015 | ||
Debt Instrument, Convertible, Conversion Price | $ 0.02 | ||
New Asia Holdings Limited | Advance 1 | |||
Advance From Shareholder | $ 220,000 | ||
New Asia Holdings Limited | Advance 2 | |||
Advance From Shareholder | $ 80,000 |
Note 1_ Organization and Summ21
Note 1: Organization and Summary of Significant Accounting Policies: Cash (Details) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
Details | ||
Cash Equivalents, at Carrying Value | $ 0 | $ 0 |
Note 1_ Organization and Summ22
Note 1: Organization and Summary of Significant Accounting Policies: Fair Value of Financial Instruments: Schedule of Fair Value Liabilities (Details) | Mar. 31, 2016USD ($) |
Liabilities, Fair Value Disclosure, Recurring | $ 3,060,757 |
Fair Value, Inputs, Level 1 | |
Liabilities, Fair Value Disclosure, Recurring | 3,060,757 |
Fair Value, Inputs, Level 2 | |
Liabilities, Fair Value Disclosure, Recurring | 0 |
Fair Value, Inputs, Level 3 | |
Liabilities, Fair Value Disclosure, Recurring | 0 |
Contingent consideration for business combination | |
Liabilities, Fair Value Disclosure, Recurring | 3,060,757 |
Contingent consideration for business combination | Fair Value, Inputs, Level 1 | |
Liabilities, Fair Value Disclosure, Recurring | 3,060,757 |
Contingent consideration for business combination | Fair Value, Inputs, Level 2 | |
Liabilities, Fair Value Disclosure, Recurring | 0 |
Contingent consideration for business combination | Fair Value, Inputs, Level 3 | |
Liabilities, Fair Value Disclosure, Recurring | $ 0 |
Note 1_ Organization and Summ23
Note 1: Organization and Summary of Significant Accounting Policies: Income Taxes (Details) | Mar. 31, 2016USD ($) |
Details | |
Interest or penalties incurred on income taxes | $ 0 |
Note 1_ Organization and Summ24
Note 1: Organization and Summary of Significant Accounting Policies: Basic Income (Loss) Per Share (Details) | 3 Months Ended |
Mar. 31, 2016shares | |
Details | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 |
Note 1_ Organization and Summ25
Note 1: Organization and Summary of Significant Accounting Policies: Stock-Based Compensation (Details) | 3 Months Ended |
Mar. 31, 2016USD ($)shares | |
Non-employees | |
Stock Issued During Period, Value, Issued for Services | $ | $ 800,000 |
Non-employees | Common Stock | |
Stock Issued During Period, Shares, Issued for Services | 800,000 |
Non-employees Each | Common Stock | |
Stock Issued During Period, Shares, Issued for Services | 200,000 |
Note 2_ Going Concern (Details)
Note 2: Going Concern (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Details | ||
Accumulated Deficit | $ (8,802,876) | $ (11,337,785) |
Working Capital Deficit | $ (260,264) |
Note 4_ Stock Subscription De27
Note 4: Stock Subscription Deposit Common Stock (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Jan. 24, 2014 | |
Stock to be issued | $ 350,000 | |
Common Stock | ||
Stock Issued During Period, Shares, New Issues | 58,904,964 | |
Legal Fees | ||
Stock to be issued | 13,000 | |
Subscription Deposit | ||
Stock to be issued | $ 337,000 |
Note 5_ Common Stock (Details)
Note 5: Common Stock (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Capital Units, Authorized | 430,000,000 | ||
Common Stock, shares authorized | 400,000,000 | 400,000,000 | |
Common Stock, par value | $ 0.001 | $ 0.001 | |
Preferred Stock, shares authorized | 30,000,000 | 30,000,000 | |
Preferred Stock, par value | $ 0.001 | $ 0.001 | |
Common Stock, shares outstanding | 68,948,767 | 68,948,767 | |
Advance From Shareholder | $ 316,533 | $ 28,500 | $ 316,533 |
Magdallen Quant Pte. Ltd | |||
Common Stock, par value | $ 0.55 | $ 0.20 | |
Common Stock, shares outstanding | 8,000,100 | ||
Purchase price | $ 3,043,020 | ||
New Asia Holdings Limited | |||
Stock Issued During Period, Value, New Issues | 326,546 | ||
Debt Instrument, Convertible, Conversion Price | $ 0.02 | ||
New Asia Holdings Limited | Advance 1 | |||
Advance From Shareholder | $ 220,000 | ||
New Asia Holdings Limited | Advance 2 | |||
Advance From Shareholder | 80,000 | ||
Wong Kai Fatt | |||
Stock Issued During Period, Value, New Issues | 10,825 | ||
Earth Heat Ltd. | |||
Stock Issued During Period, Value, New Issues | 9,021 | ||
Kline Law Group PC | |||
Stock Issued During Period, Value, New Issues | $ 3,608 | ||
Non-employees | |||
Stock Issued During Period, Value, Issued for Services | $ 800,000 | ||
Common Stock | |||
Common Stock, par value | $ 0.001 | ||
Stock Issued During Period, Shares, New Issues | 58,904,964 | ||
Common Stock | Magdallen Quant Pte. Ltd | |||
Stock Issued During Period, Shares, Acquisitions | 7,422,000 | ||
Purchase price | $ 3,043,020 | ||
Common Stock | New Asia Holdings Limited | |||
Stock Issued During Period, Shares, New Issues | 54,957,724 | ||
Common Stock | Wong Kai Fatt | |||
Stock Issued During Period, Shares, New Issues | 1,821,803 | ||
Common Stock | Earth Heat Ltd. | |||
Stock Issued During Period, Shares, New Issues | 1,518,169 | ||
Common Stock | Kline Law Group PC | |||
Stock Issued During Period, Shares, New Issues | 607,268 | ||
Common Stock | Non-employees | |||
Stock Issued During Period, Shares, Issued for Services | 800,000 | ||
Common Stock | Non-employees Each | |||
Stock Issued During Period, Shares, Issued for Services | 200,000 |
Note 6_ Related Party Transac29
Note 6: Related Party Transactions (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Advance From Shareholder | $ 316,533 | $ 28,500 | $ 316,533 |
Stockholder | |||
Legal Expenses | $ 0 | 19,000 | |
Earth Heat Ltd. | |||
Equity Method Investment, Ownership Percentage | 50.00% | ||
Vice President | |||
Administrative Fees Expense | $ 4,500 | $ 0 |
Note 7_ Commitments and Conti30
Note 7: Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Contingent Liability | $ 3,060,757 | $ 5,658,457 |
Change in fair value - Contingency Liability | $ (2,597,700) | |
Common Stock, par value | $ 0.001 | $ 0.001 |
Magdallen Quant Pte. Ltd | ||
Business Combination, Contingent Consideration Arrangements, Description | if the average trading price of the Company’s shares based on the 7 days closing price over the period immediately before the first anniversary date of this Agreement and the 7th day falling on the first anniversary date of the agreement is below USD $1.00, the Company shall issue additional shares to Anthony Ng Zi Qin to make up the difference between the value of the Consideration Shares based on such 7 days closing history and the sum of SGD 10,000,000.00. | |
Contingent Liability | $ 4,099,837 | |
Change in fair value - Contingency Liability | $ 2,597,700 | |
Common Stock, par value | $ 0.55 | $ 0.20 |
PBC 8105 Irvine Center, LLC | ||
Debt Instrument, Periodic Payment | $ 1,758 | |
Treasure Gift Pte Ltd. | ||
Debt Instrument, Periodic Payment | $ 1,681 |
Note 8_ Acquisition of Magdal31
Note 8: Acquisition of Magdallen Quante Pte Ltd (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Common Stock, shares outstanding | 68,948,767 | 68,948,767 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Business Acquisition, Share Price | $ 0.41 | |
Magdallen Quant Pte. Ltd | ||
Common Stock, shares outstanding | 8,000,100 | |
Common Stock, par value | $ 0.55 | $ 0.20 |
Magdallen Quant Pte. Ltd | Singapore, Dollars | ||
Common Stock, par value | 1 | |
Magdallen Quant Pte. Ltd | United States of America, Dollars | ||
Common Stock, par value | 0.714 | |
Common Stock | ||
Common Stock, par value | $ 0.001 | |
Common Stock | Magdallen Quant Pte. Ltd | ||
Stock Issued During Period, Shares, Acquisitions | 7,422,000 |
Note 8_ Acquisition of Magdal32
Note 8: Acquisition of Magdallen Quante Pte Ltd: Schedule of Identifiable Tangible and Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Less fair value of the contingent liability | $ (3,060,757) | $ (5,658,457) |
Magdallen Quant Pte. Ltd | ||
Goodwill | 875,038 | |
Intangible Assets | 6,267,819 | |
Total | 7,142,857 | |
Less fair value of the contingent liability | (4,099,837) | |
Purchase price | 3,043,020 | |
Magdallen Quant Pte. Ltd | Common Stock | ||
Purchase price | $ 3,043,020 |
Note 9_ Impairment Loss (Detail
Note 9: Impairment Loss (Details) - Magdallen Quant Pte. Ltd | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Impairment loss- Goodwill | $ 875,038 |
Impairment loss of intangible assets | $ 6,267,819 |