Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Apr. 17, 2017 | Jun. 30, 2016 | |
Details | |||
Registrant Name | New Asia Holdings, Inc. | ||
Registrant CIK | 1,485,029 | ||
SEC Form | 10-K | ||
Period End date | Dec. 31, 2016 | ||
Fiscal Year End | --12-31 | ||
Trading Symbol | nahd | ||
Tax Identification Number (TIN) | 450,460,095 | ||
Number of common stock shares outstanding | 68,948,767 | ||
Public Float | $ 13,927,651 | ||
Filer Category | Smaller Reporting Company | ||
Current with reporting | Yes | ||
Voluntary filer | No | ||
Well-known Seasoned Issuer | No | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Contained File Information, File Number | 000-55410 | ||
Entity Incorporation, State Country Name | Nevada | ||
Entity Address, Address Line One | 60 Paya Lebar Rd | ||
Entity Address, Address Line Two | 12-08 Paya Lebar Square, Lobby 1 | ||
Entity Address, Country | Singapore | ||
Entity Address, Postal Zip Code | 409,051 | ||
City Area Code | 65 | ||
Local Phone Number | 6820-8885 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 72,308 | $ 105,385 |
Accounts Receivable- related party | 1,333 | 0 |
Other receivable- related party | 0 | 885 |
Prepaid Expense | 12,084 | 15,103 |
Total Current Assets | 85,725 | 121,373 |
Other Assets | ||
Security Deposit | 1,115 | 790 |
Total Other Assets | 1,115 | 790 |
TOTAL ASSETS | 86,840 | 122,163 |
Current Liabilities | ||
Accounts Payable | 1,205 | 4,205 |
Accrued Expenses | 1,464 | 0 |
Advance From Shareholder | 465,954 | 316,533 |
Contingent Liability | 6,994,417 | 5,658,457 |
Total Current Liabilities | 7,463,040 | 5,979,195 |
Total Liabilities | 7,463,040 | 5,979,195 |
Stockholders' Deficit | ||
Preferred Stock, $0.001 par value, 30,000,000 shares authorized, 0 shares issued and outstanding | 0 | 0 |
Common Stock, $0.001 par value, 400,000,000 shares authorized, 68,948,767 shares issued and outstanding. | 68,949 | 68,949 |
Additional Paid In Capital | 5,412,555 | 5,412,555 |
Accumulated Deficit | (12,857,941) | (11,337,785) |
Accumulated Other Comprehensive gain (loss) | 237 | (751) |
Total Stockholders' Deficit | (7,376,200) | (5,857,032) |
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT | $ 86,840 | $ 122,163 |
CONSOLIDATED BALANCE SHEETS - P
CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Details | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 30,000,000 | 30,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Preferred Stock, Shares Issued | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common Stock, Shares, Outstanding | 68,948,767 | 68,948,767 |
Common Stock, Shares, Issued | 68,948,767 | 68,948,767 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | ||
Service Income from related party | $ 34,328 | $ 0 |
Total revenues | 34,328 | 0 |
Operating expenses | ||
Professional Fees | 76,908 | 900,869 |
Outside Service | 55,571 | 29,163 |
General & Administrative expenses | 86,045 | 61,733 |
Impairment loss - Intangible asset | 0 | 6,267,819 |
Impairment loss - Goodwill | 0 | 875,038 |
Total operating expense | 218,524 | 8,134,622 |
Loss from operations | (184,196) | (8,134,622) |
Other expense | ||
Change in fair value - Contingency Liability | (1,335,960) | (1,558,620) |
Loss before income taxes | (1,520,156) | (9,693,242) |
Provision for income taxes | 0 | 0 |
Net loss | $ (1,520,156) | $ (9,693,242) |
Net loss per common share-basic and fully diluted | $ (0.02) | $ (0.16) |
Weighted average common shares outstanding-basic and diluted | 68,948,767 | 60,109,061 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Net loss | $ (1,520,156) | $ (9,693,242) |
Foreign currency translation adjustment | 988 | (751) |
Total Other Comprehensive loss | $ (1,519,168) | $ (9,693,993) |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | AOCI Attributable to Parent | Total |
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2014 | $ 1,822 | $ 1,292,721 | $ (1,644,543) | $ 0 | $ (350,000) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2014 | 1,821,803 | ||||
1/23/15 Shares issued to accredited investors | $ 58,905 | 291,095 | 0 | 0 | 350,000 |
1/23/15 Shares issued to accredited investors | 58,904,964 | ||||
4/23/15 Shares issued for services | $ 800 | 799,200 | 0 | 0 | 800,000 |
4/23/15 Shares issued for services | 800,000 | ||||
Foreign Currency Translation Adjustment | (751) | (751) | |||
8/28/15 Shares issued | $ 7,422 | 3,035,598 | 0 | 0 | 3,043,020 |
8/28/15 Shares issued | 7,422,000 | ||||
Indirect acquisition costs | $ 0 | (6,059) | 0 | 0 | (6,059) |
Net loss | 0 | 0 | (9,693,242) | 0 | (9,693,242) |
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2015 | $ 68,949 | 5,412,555 | (11,337,785) | (751) | (5,857,032) |
Shares, Outstanding, Ending Balance at Dec. 31, 2015 | 68,948,767 | ||||
Foreign Currency Translation Adjustment | $ 0 | 0 | 0 | 988 | 988 |
Net loss | 0 | 0 | (1,520,156) | 0 | (1,520,156) |
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2016 | $ 68,949 | $ 5,412,555 | $ (12,857,941) | $ 237 | $ (7,376,200) |
Shares, Outstanding, Ending Balance at Dec. 31, 2016 | 68,948,767 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (1,520,156) | $ (9,693,242) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 0 | 800,000 |
Impairment loss - Intangible asset | 0 | 6,267,819 |
Impairment loss - Goodwill | 0 | 875,038 |
Change in fair value of contingent liability | 1,335,960 | 1,558,620 |
Changes in operating assets and liabilities: | ||
Accounts Receivable | (1,333) | |
Receivable-Other | 885 | (885) |
Prepaid expenses | 3,019 | (15,103) |
Security Deposit | (325) | (790) |
Accounts payable | (3,000) | 4,205 |
Accrued expenses | 1,464 | 0 |
Net cash used in operating activities | (183,486) | (204,338) |
Cash flows from financing activities | ||
Advance from Shareholder | 149,421 | 316,533 |
Net cash provided by financing activities | 149,421 | 316,533 |
Indirect Acquisition Costs | 0 | (6,059) |
Effect of exchange rate on cash | 988 | (751) |
Net increase (decrease) in cash | (33,077) | 105,385 |
Cash at beginning of period | 105,385 | 0 |
Cash at end of period | 72,308 | 105,385 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 0 | 0 |
Taxes paid | 800 | 600 |
Non-Cash Activities | ||
Purchase of an asset by issuing common stock | $ 0 | $ 3,043,020 |
Note 1_ Organization and Summar
Note 1: Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 1: Organization and Summary of Significant Accounting Policies | Note 1: Organization and Summary of Significant Accounting Policies Organization 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" or "NAHD") 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. We 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. 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. 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. As of December 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. 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 Company's operations, policies or practices. On that date, Mr. Jose A. Capote ("Mr. Capote") was appointed to serve as the Company's Secretary and remained as well in his existing position as the Company's Chief Technical Officer. There is no family relationship between Mr. Capote and any of the Company's directors or officers. Mr. Capote is currently a shareholder of the Company through his 50% ownership of Earth Heat Ltd. On August 19, 2016, the Company entered into an Addendum to the Magdallen Quant Pte Ltd Share and Purchase Agreement with Mr. Anthony Ng Zi Qin to extend the August 25, 2016 anniversary date for the adjustment of issued shares for an additional period of twelve (12) months The accompanying audited financial statements have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP"). Basis of Presentation The Company's 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 Company's fiscal year end is December 31. Principles of Consolidation The consolidated financial statements as of December 31, 2016 and 2015, and for the years 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 currency of our foreign subsidiary is their respective local currency. 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 December 31, 2016 and December 31, 2015, the Company had no cash equivalents. Fair Value of Financial Instruments The Company's 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 6. At December 31, 2016, the Company identified the following liabilities that are required to be presented on the consolidated balance sheet at fair value: Description Fair Value As of December 31, 2016 Fair Value Measurements at December 31, 2016 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Contingent consideration for business combination 6,994,417 6,994,417 - - Total $ 6,994,417 $ 6,994,417 - - At December 31, 2015, the Company identified the following liabilities that are required to be presented on the consolidated balance sheet at fair value: Description Fair Value As of December 31, 2015 Fair Value Measurements at December 31, 2015 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Contingent consideration for business combination 5,658,457 5,658,457 - - Total $ 5,658,457 $ 5,658,457 - - 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 Company's policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of December 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 Company's 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 Company's 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 December 31, 2016 and 2015. 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 [ES1] 800,000 shares of restricted stock at fair value were[ES2] 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. Related Parties The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. See note 5. Revenue Recognition The Company recognizes revenue from the services in accordance with ASC 605,Revenue Recognition. The Company recognizes revenue only when all of the following criteria have been met: i) Persuasive evidence for an agreement exists; ii) Service has been provided; iii) The fee is fixed or determinable; and, iv) Collection is reasonably assured. Revenue is realized from Performance Fees received by the Companys wholly-owned subsidiary Magdallen Quant Pte Ltd, as described in Part I, Item 1 and Note 5 below. Specifically, in November, 2015, Magdallen Quant Pte Ltd (MQL), entered into a Software License Agreement with New Asia Momentum Limited (NAML), a Company owned and controlled by NAHD's Chairman and CEO, Dr. Lin Kok Peng. In consideration of MQL's performance, NAML(Client) agrees to pay MQL in accordance with the following provisions: (i) License and Other Fixed Price Fees as set forth below: · License fees shall be based on profits from the End Users' accounts. The license fee shall be calculated as follows: - o Where the asset under management from all End Users is less than US$ 10 million, fifteen percent (15%) only of the profits from the End Users' accounts; o If the asset under management from all End Users exceed US$10 million, MQL's fees shall be separately agreed on between MQL and Client, and if MQ and the Client are unable to agree on such apportionment, MQL shall still be entitled to fifteen percent (15%) only of the profits from the End Users' accounts; o On every anniversary date of this Agreement, parties will review the performance of the Licensed Software and may by mutual agreement between MQL and the Client vary the license fee. (ii) Time & Material Fees: The charges for performance of any T&M tasks due to Work Orders will be billed monthly for charges incurred in the previous monthly period and are due and payable within thirty (30) days of the date of the invoice. Expenses may include, but are not limited to, reasonable charges for materials, office and travel expenses, graphics, documentation, research materials, computer laboratory and data processing, and out-of-pocket expenses reasonably required for performance. Expenses for travel and travel-related expenses and individual expenses in excess of US$500 require the prior approval of Client. Accounts Receivable The company's accounts receivable, related party consist of a contract with Magdallen Quant Pte Ltd (MQL) the Company's wholly-owned subsidiary, entered into a Software License Agreement with New Asia Momentum Limited (NAML), a Company owned and controlled by NAHD's Chairman and CEO, Dr. Lin Kok Peng. See note 5. Recent Accounting Pronouncements The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position or cash flows. |
Note 2_ Going Concern
Note 2: Going Concern | 12 Months Ended |
Dec. 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 $12,857,941 since inception, has a working capital deficit of $382,898(not including contingent liability of $6,994,417), and is in need of additional capital to grow its operations so that it can become profitable. These conditions raise substantial doubt about the Companys ability to continue as a going concern. 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 | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 3: Intangible Assets | Note 3: Intangible Assets The Companys intangible assets consist primarily of Proprietary Trainable Trading Algorithms. At December 31, 2015, the Company recorded impairment loss of Goodwill and Intangible Assets amounted to $875,038 and $6,267,819 respectively. There was no impairment loss for December 31, 2016. |
Note 4_ Common Stock
Note 4: Common Stock | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 4: Common Stock | Note 4: 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 December 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 sharesof stock issued at par value of SGD$1.00 per share, or USD$0.714 on the acquisition date. As of December 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 5_ Related Party Transacti
Note 5: Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 5: Related Party Transactions | Note 5: 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 $48,000 for the years ended December 31, 2016 and December 31, 2015, respectively. There were advances of $149,421 from significant shareholders during the period ended December 31, 2016. The total advances due are $465,954 and $316,533 from significant shareholders as of December 31, 2016 and December 31, 2015, respectively. Pursuant to the Board resolutions described in Note 1 above, $316,533 of the advances constitute unsecured interest-free loans to the Company. The advances accruing under the Board resolutions were supposed to have been repaid by the close of business on October 31, 2015. In 2015, however, in accordance with the Board resolutions, 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. As of December 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. The $149,421 borrowed during the year ended December 31, 2016 are non-interest bearing unsecured, and due on demand. 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 Company's operations, policies or practices. On that date, Mr. Jose A. Capote ("Mr. Capote") was appointed to serve as the Company's Secretary and Vice President. There is no family relationship between Mr. Capote and any of the Company's 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 $18,000 and $12,000 for the years ended December 31, 2016 and December 31, 2015, respectively. The Company pays New Asia Momentum Pte Ltd, a Singapore private company owned and controlled by Dr. Lin Kok Peng, Chairman and CEO of the Company fees for the rental of office space and for administrative services in its Singapore Headquarters. The Company has paid New Asia Momentum Pte Ltd $34,685 and -0- for the years ended December 31, 2016 and 2015, respectively. In November, 2015, Magdallen Quant Pte Ltd (MQL) the Company's wholly-owned subsidiary, entered into a Software License Agreement with New Asia Momentum Limited (NAML), a Company owned and controlled by NAHD's Chairman and CEO, Dr. Lin Kok Peng. In consideration of MQL's performance, NAML(Client) agrees to pay MQL in accordance with the following provisions: (i) License and Other Fixed Price Fees as set forth below: · License fees shall be based on profits from the End Users' accounts. The license fee shall be calculated as follows: - o Where the asset under management from all End Users is less than US$ 10 million, fifteen percent (15%) only of the profits from the End Users' accounts; o If the asset under management from all End Users exceed US$10 million, MQL's fees shall be separately agreed on between MQL and Client, and if MQ and the Client are unable to agree on such apportionment, MQL shall still be entitled to fifteen percent (15%) only of the profits from the End Users' accounts; o On every anniversary date of this Agreement, parties will review the performance of the Licensed Software and may by mutual agreement between MQL and the Client vary the license fee. (ii) Time & Material Fees: The charges for performance of any T&M tasks due to Work Orders will be billed monthly for charges incurred in the previous monthly period and are due and payable within thirty (30) days of the date of the invoice. Expenses may include, but are not limited to, reasonable charges for materials, office and travel expenses, graphics, documentation, research materials, computer laboratory and data processing, and out-of-pocket expenses reasonably required for performance. Expenses for travel and travel-related expenses and individual expenses in excess of US$500 require the prior approval of Client. NAML paid MQL a total of $34,328 and 0, in related party revenue for the years ended December 31, 2016 and 2015, respectively. MQL has an accounts receivable balance with NAML of $1,333, and $-0- as of December 31, 2016 and 2015, respectively. NAHD has an accounts receivable from a related party with an office in common for rental payments made by the Company of -$0- and $885 as of December 31, 2016 and 2015, respectively . Pursuant to the Sale & Purchase Agreement, and the addendum executed on August 19, 2016, relating to the Company's 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 Company's shares based on the 7 days closing price over the period immediately before the second anniversary date (August 25, 2017) 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. The difference between the fair value of the assets acquired and the value of the shares swapped ($4,099,837) as well as the negative change in the common stock share price ($2,894,580) for the year ended December 31, 2016 created a contingent liability in amount of $6,994,417 and $5,658,457 as of December 31, 2016 and 2015, respectively. The negative change in common share price occurred because the stock price decreased as of December 31, 2016. The Company recorded a loss in change in fair value of $1,335,960 and $1,558,620 for the years ended December 31, 2016 and 2015, respectively. |
Note 6_ Commitments and Conting
Note 6: Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 6: Commitments and Contingencies | Note 6: Commitments and Contingencies The Company entered into an Office Service Agreement on May 4, 2016, with Real Office Centers 23 Corporate Center Plaza Suite 100/150 (doing business as ROC)). Under the terms of the agreement, ROC granted the Company a license to use the facilities and services of the Center at 15615 Alton Parkway Suite 450, Irvine, CA 92618. The basic terms of this agreement is for 12 months commencing July 1, 2016 ending June 30, 2017 with monthly fixed fees of $1,115. The Company pays New Asia Momentum Pte Ltd, a Singapore private company owned and controlled by Dr. Lin Kok Peng, Chairman and CEO of the Company fees for the rental of office space and for administrative services in its Singapore Headquarters. The Company has paid New Asia Momentum Pte Ltd $34,685 and -0- for the years ended December 31, 2016 and 2015, respectively Pursuant to the Sale & Purchase Agreement, and the addendum executed on August 19, 2016, relating to the Company's 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 Company's shares based on the 7 days closing price over the period immediately before the second anniversary date (August 25, 2017) 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. The difference between the fair value of the assets acquired and the value of the shares swapped ($4,099,837) as well as the negative change in the common stock share price ($2,894,580) for the period ended December 31, 2016 created a contingent liability in amount of 6,994,417 and $5,658,457 for the period ended December 31, 2016 and 2015, respectively. The negative change in common share price occurred because the stock price decreased as of December 31, 2016. The Company recorded a loss in change in fair value of $1,335,960 and $1,558,620 for the years ended December 31, 2016 and 2015, respectively |
Note 7_ Acquisition of Magdalle
Note 7: Acquisition of Magdallen Quante Pte Ltd | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 7: Acquisition of Magdallen Quante Pte Ltd | Note 7: Acquisition of MagdallenQuantePte Ltd In August 2015, we completed our non-related party acquisition of Magdallen Quant Pte Ltd ("MQL"), a Company formed in May, 2015 (established solely to hold the ownership to the trainable trading algorithm assets that we acquired, therefore there is no comparison applicable with 2014). 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 6) 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 The Company consolidated the results from operations from August 28, 2015. The following are unaudited pro-forma results of operations as if the acquisition had occurred on January 1, 2015 for the period ending December 31, 2015. At December 31, 2015, the Company recorded impairment loss of Goodwill and Intangible Assets totaled $875,038 and $6,267,819 respectively. Year Ended December 31, 2015, NAHD/ MQL Combined As Reported As Reported Pro-Forma Net revenue $ - $ - $ - General and administrative $ 928,094 - $ 928,094 Loss from operations $ (928,094 ) - (928,094 ) Income or (loss) before income taxes $ (928,094 ) - $ (928,094 ) Provision for income taxes - - - Net income (loss) $ (928,094 ) - $ (928,094 ) Net Income (loss) per common shares-basic and fully diluted $ (0.02 ) - $ (0.02 ) Weighted average common shares outstanding-basic and diluted 56,232,964 897,165 57,130,111 |
Note 8_ Income Taxes
Note 8: Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 8: Income Taxes | Note 8: Income Taxes As of December 31, 2016, the Company had net operating loss carry forwards of approximately $11.5 million that may be available to reduce future years' taxable income through 12/31/2032. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. The provision for federal income tax consists of the following for the twelve months ended: December 31, 2016 December 31, 2015 Federal income tax benefit attributable to: Current Operations $ 62,626 $ 3,295,702 Less: valuation allowance (62,626 ) (3,295,702 ) Net provision for Federal income taxes $ - $ - The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows: December 31, 2016 December 31, 2015 Deferred tax asset attributable to: Net operating loss carryover $ 3,917,473 $ 3,854,846 Less: valuation allowance (3,917,473 ) (3,854,846 ) Net deferred tax asset $ - $ - Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $11.5 million for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, the net operating loss carry forwards may be limited as to use in future years. |
Note 9 - Subsequent Events
Note 9 - Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 9 - Subsequent Events | Note 9 Subsequent Events From January 1, 2017 through April 17, 2017, the Company received an additional USD46,522 in interest-free advances from its principal controlling shareholder, New Asia Holdings Ltd. As of December 31, 2016, the principal controlling shareholder, New Asia Holdings Ltd has not yet acted to convert any of the Advances (as described above) to common stock, the advances remain as an interest free loan to the Company at the present time. |
Note 1_ Organization and Summ17
Note 1: Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Policies | |
Basis of Presentation | Basis of Presentation The Company's 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 Company's fiscal year end is December 31. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements as of December 31, 2016 and 2015, and for the years 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 currency of our foreign subsidiary is their respective local currency. 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 December 31, 2016 and December 31, 2015, the Company had no cash equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company's 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 6. At December 31, 2016, the Company identified the following liabilities that are required to be presented on the consolidated balance sheet at fair value: Description Fair Value As of December 31, 2016 Fair Value Measurements at December 31, 2016 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Contingent consideration for business combination 6,994,417 6,994,417 - - Total $ 6,994,417 $ 6,994,417 - - At December 31, 2015, the Company identified the following liabilities that are required to be presented on the consolidated balance sheet at fair value: Description Fair Value As of December 31, 2015 Fair Value Measurements at December 31, 2015 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Contingent consideration for business combination 5,658,457 5,658,457 - - Total $ 5,658,457 $ 5,658,457 - - |
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 Company's policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of December 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 Company's 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 Company's 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 December 31, 2016 and 2015. |
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 [ES1] 800,000 shares of restricted stock at fair value were[ES2] 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. |
Related Parties | Related Parties The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. See note 5. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from the services in accordance with ASC 605,Revenue Recognition. The Company recognizes revenue only when all of the following criteria have been met: i) Persuasive evidence for an agreement exists; ii) Service has been provided; iii) The fee is fixed or determinable; and, iv) Collection is reasonably assured. Revenue is realized from Performance Fees received by the Companys wholly-owned subsidiary Magdallen Quant Pte Ltd, as described in Part I, Item 1 and Note 5 below. Specifically, in November, 2015, Magdallen Quant Pte Ltd (MQL), entered into a Software License Agreement with New Asia Momentum Limited (NAML), a Company owned and controlled by NAHD's Chairman and CEO, Dr. Lin Kok Peng. In consideration of MQL's performance, NAML(Client) agrees to pay MQL in accordance with the following provisions: (i) License and Other Fixed Price Fees as set forth below: · License fees shall be based on profits from the End Users' accounts. The license fee shall be calculated as follows: - o Where the asset under management from all End Users is less than US$ 10 million, fifteen percent (15%) only of the profits from the End Users' accounts; o If the asset under management from all End Users exceed US$10 million, MQL's fees shall be separately agreed on between MQL and Client, and if MQ and the Client are unable to agree on such apportionment, MQL shall still be entitled to fifteen percent (15%) only of the profits from the End Users' accounts; o On every anniversary date of this Agreement, parties will review the performance of the Licensed Software and may by mutual agreement between MQL and the Client vary the license fee. (ii) Time & Material Fees: The charges for performance of any T&M tasks due to Work Orders will be billed monthly for charges incurred in the previous monthly period and are due and payable within thirty (30) days of the date of the invoice. Expenses may include, but are not limited to, reasonable charges for materials, office and travel expenses, graphics, documentation, research materials, computer laboratory and data processing, and out-of-pocket expenses reasonably required for performance. Expenses for travel and travel-related expenses and individual expenses in excess of US$500 require the prior approval of Client. |
Accounts Receivable | Accounts Receivable The company's accounts receivable, related party consist of a contract with Magdallen Quant Pte Ltd (MQL) the Company's wholly-owned subsidiary, entered into a Software License Agreement with New Asia Momentum Limited (NAML), a Company owned and controlled by NAHD's Chairman and CEO, Dr. Lin Kok Peng. See note 5. |
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 Company's results of operations, financial position or cash flows. |
Note 1_ Organization and Summ18
Note 1: Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Fair Value Liabilities | At December 31, 2016, the Company identified the following liabilities that are required to be presented on the consolidated balance sheet at fair value: Description Fair Value As of December 31, 2016 Fair Value Measurements at December 31, 2016 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Contingent consideration for business combination 6,994,417 6,994,417 - - Total $ 6,994,417 $ 6,994,417 - - At December 31, 2015, the Company identified the following liabilities that are required to be presented on the consolidated balance sheet at fair value: Description Fair Value As of December 31, 2015 Fair Value Measurements at December 31, 2015 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Contingent consideration for business combination 5,658,457 5,658,457 - - Total $ 5,658,457 $ 5,658,457 - - |
Note 7_ Acquisition of Magdal19
Note 7: Acquisition of Magdallen Quante Pte Ltd (Tables) | 12 Months Ended |
Dec. 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 |
Schedule of Pro-Forma Results of Operations of Acquisition | The Company consolidated the results from operations from August 28, 2015. The following are unaudited pro-forma results of operations as if the acquisition had occurred on January 1, 2015 for the period ending December 31, 2015. At December 31, 2015, the Company recorded impairment loss of Goodwill and Intangible Assets totaled $875,038 and $6,267,819 respectively. Year Ended December 31, 2015, NAHD/ MQL Combined As Reported As Reported Pro-Forma Net revenue $ - $ - $ - General and administrative $ 928,094 - $ 928,094 Loss from operations $ (928,094 ) - (928,094 ) Income or (loss) before income taxes $ (928,094 ) - $ (928,094 ) Provision for income taxes - - - Net income (loss) $ (928,094 ) - $ (928,094 ) Net Income (loss) per common shares-basic and fully diluted $ (0.02 ) - $ (0.02 ) Weighted average common shares outstanding-basic and diluted 56,232,964 897,165 57,130,111 |
Note 8_ Income Taxes (Tables)
Note 8: Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Tables/Schedules | |
Schedule of Current Income Tax | The provision for federal income tax consists of the following for the twelve months ended: December 31, 2016 December 31, 2015 Federal income tax benefit attributable to: Current Operations $ 62,626 $ 3,295,702 Less: valuation allowance (62,626 ) (3,295,702 ) Net provision for Federal income taxes $ - $ - |
Schedule of Deferred Tax Assets | The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows: December 31, 2016 December 31, 2015 Deferred tax asset attributable to: Net operating loss carryover $ 3,917,473 $ 3,854,846 Less: valuation allowance (3,917,473 ) (3,854,846 ) Net deferred tax asset $ - $ - |
Note 1_ Organization and Summ21
Note 1: Organization and Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2016 | Dec. 31, 2015 | Aug. 28, 2015 | Aug. 25, 2015 | Aug. 19, 2015 | Dec. 31, 2014 | |
Entity Incorporation, Date of Incorporation | Mar. 1, 2001 | |||||
Advance From Shareholder | $ 465,954 | $ 316,533 | ||||
Common Stock, Shares, Outstanding | 68,948,767 | 68,948,767 | ||||
Contingent Liability | $ 6,994,417 | $ 5,658,457 | ||||
Magdallen Quant Pte. Ltd | ||||||
Business acquisition date | Aug. 28, 2015 | |||||
Common Stock, Shares, Outstanding | 8,000,100 | 8,000,100 | ||||
Share Price | $ 0.714 | |||||
Contingent Liability | $ 4,099,837 | $ 4,099,837 | $ 4,099,837 | |||
Magdallen Quant Pte. Ltd | Singapore, Dollars | ||||||
Share Price | $ 1 | |||||
Magdallen Quant Pte. Ltd | Common Stock | ||||||
Stock Issued During Period, Shares, Acquisitions | 7,422,000 | |||||
Fair value of acquisition | $ 3,043,020 | |||||
New Asia Holdings Limited | ||||||
Ownership percentage acquired | 90.00% | |||||
Date of name change | Jan. 23, 2015 | |||||
Debt Instrument, Maturity Date | Oct. 31, 2015 | |||||
Debt Instrument, Convertible, Conversion Price | $ 0.02 | $ 0.02 | $ 0.02 | |||
New Asia Holdings Limited | Advance 1 | ||||||
Advance From Shareholder | $ 220,000 | $ 220,000 | ||||
New Asia Holdings Limited | Advance 2 | ||||||
Advance From Shareholder | $ 80,000 | $ 80,000 | ||||
Officer | ||||||
Ownership of Entity by Shareholder | 50.00% |
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) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Liabilities, Fair Value Disclosure, Recurring | $ 6,994,417 | $ 5,658,457 |
Fair Value, Inputs, Level 1 | ||
Liabilities, Fair Value Disclosure, Recurring | 6,994,417 | 5,658,457 |
Fair Value, Inputs, Level 2 | ||
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 |
Fair Value, Inputs, Level 3 | ||
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 |
Contingent consideration for business combination | ||
Liabilities, Fair Value Disclosure, Recurring | 6,994,417 | 5,658,457 |
Contingent consideration for business combination | Fair Value, Inputs, Level 1 | ||
Liabilities, Fair Value Disclosure, Recurring | 6,994,417 | 5,658,457 |
Contingent consideration for business combination | Fair Value, Inputs, Level 2 | ||
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 |
Contingent consideration for business combination | Fair Value, Inputs, Level 3 | ||
Liabilities, Fair Value Disclosure, Recurring | $ 0 | $ 0 |
Note 1_ Organization and Summ23
Note 1: Organization and Summary of Significant Accounting Policies: Income Taxes (Details) | 12 Months Ended |
Dec. 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) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 |
Note 1_ Organization and Summ25
Note 1: Organization and Summary of Significant Accounting Policies: Stock-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2015USD ($)shares | |
4/23/15 Shares issued for services | $ | $ 800,000 |
Common Stock | |
4/23/15 Shares issued for services | shares | 800,000 |
4/23/15 Shares issued for services | $ | $ 800 |
Non-employees | |
4/23/15 Shares issued for services | $ | $ 800,000 |
Non-employees | Common Stock | |
4/23/15 Shares issued for services | shares | 800,000 |
Non-employees Each | Common Stock | |
4/23/15 Shares issued for services | shares | 200,000 |
Note 1_ Organization and Summ26
Note 1: Organization and Summary of Significant Accounting Policies: Revenue Recognition (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Magdallen Quant Pte. Ltd | New Asia Momentum Limited | |
Software License Agreement | (i) License and Other Fixed Price Fees as set forth below: · License fees shall be based on profits from the End Users' accounts. The license fee shall be calculated as follows: - o Where the asset under management from all End Users is less than US$ 10 million, fifteen percent (15%) only of the profits from the End Users' accounts; o If the asset under management from all End Users exceed US$10 million, MQL's fees shall be separately agreed on between MQL and Client, and if MQ and the Client are unable to agree on such apportionment, MQL shall still be entitled to fifteen percent (15%) only of the profits from the End Users' accounts; o On every anniversary date of this Agreement, parties will review the performance of the Licensed Software and may by mutual agreement between MQL and the Client vary the license fee. (ii) Time & Material Fees: The charges for performance of any T&M tasks due to Work Orders will be billed monthly for charges incurred in the previous monthly period and are due and payable within thirty (30) days of the date of the invoice. Expenses may include, but are not limited to, reasonable charges for materials, office and travel expenses, graphics, documentation, research materials, computer laboratory and data processing, and out-of-pocket expenses reasonably required for performance. Expenses for travel and travel-related expenses and individual expenses in excess of US$500 require the prior approval of Client. |
Note 2_ Going Concern (Details)
Note 2: Going Concern (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Details | ||
Accumulated Deficit | $ (12,857,941) | $ (11,337,785) |
Working Capital Deficit | (382,898) | |
Contingent Liability | $ 6,994,417 | $ 5,658,457 |
Note 3_ Intangible Assets (Deta
Note 3: Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Impairment loss - Goodwill | $ 0 | $ 875,038 |
Impairment loss - Intangible asset | $ 0 | $ 6,267,819 |
Note 4_ Common Stock (Details)
Note 4: Common Stock (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2016 | Aug. 28, 2015 | Aug. 25, 2015 | Aug. 19, 2015 | |
Capital Units, Authorized | 430,000,000 | ||||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Preferred Stock, Shares Authorized | 30,000,000 | 30,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Common Stock, Shares, Outstanding | 68,948,767 | 68,948,767 | |||
Common Stock, Shares, Issued | 68,948,767 | 68,948,767 | |||
8/28/15 Shares issued | $ 3,043,020 | ||||
4/23/15 Shares issued for services | 800,000 | ||||
Advance From Shareholder | $ 316,533 | $ 465,954 | |||
Magdallen Quant Pte. Ltd | |||||
Common Stock, Shares, Outstanding | 8,000,100 | 8,000,100 | |||
Business acquisition date | Aug. 28, 2015 | ||||
Share Price | $ 0.714 | ||||
Magdallen Quant Pte. Ltd | Singapore, Dollars | |||||
Common Stock, Par or Stated Value Per Share | $ 1 | ||||
Share Price | $ 1 | ||||
New Asia Holdings Limited | |||||
8/28/15 Shares issued | $ 326,546 | ||||
Debt Instrument, Convertible, Conversion Price | $ 0.02 | $ 0.02 | $ 0.02 | ||
New Asia Holdings Limited | Advance 1 | |||||
Advance From Shareholder | $ 220,000 | $ 220,000 | |||
New Asia Holdings Limited | Advance 2 | |||||
Advance From Shareholder | 80,000 | $ 80,000 | |||
Wong Kai Fatt | |||||
8/28/15 Shares issued | 10,825 | ||||
Earth Heat Ltd. | |||||
8/28/15 Shares issued | 9,021 | ||||
Kline Law Group PC | |||||
8/28/15 Shares issued | 3,608 | ||||
Non-employees | |||||
4/23/15 Shares issued for services | $ 800,000 | ||||
Common Stock | |||||
8/28/15 Shares issued | 7,422,000 | ||||
8/28/15 Shares issued | $ 7,422 | ||||
4/23/15 Shares issued for services | 800,000 | ||||
4/23/15 Shares issued for services | $ 800 | ||||
Common Stock | Magdallen Quant Pte. Ltd | |||||
Stock Issued During Period, Shares, Acquisitions | 7,422,000 | ||||
Fair value of acquisition | $ 3,043,020 | ||||
Common Stock | New Asia Holdings Limited | |||||
8/28/15 Shares issued | 54,957,724 | ||||
Common Stock | Wong Kai Fatt | |||||
8/28/15 Shares issued | 1,821,803 | ||||
Common Stock | Earth Heat Ltd. | |||||
8/28/15 Shares issued | 1,518,169 | ||||
Common Stock | Kline Law Group PC | |||||
8/28/15 Shares issued | 607,268 | ||||
Common Stock | Non-employees | |||||
4/23/15 Shares issued for services | 800,000 | ||||
Common Stock | Non-employees Each | |||||
4/23/15 Shares issued for services | 200,000 |
Note 5_ Related Party Transac30
Note 5: Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Aug. 28, 2015 | Aug. 19, 2015 | Dec. 31, 2014 | |
Increase (Decrease) in Due to Officers and Stockholders | $ 149,421 | ||||
Advance From Shareholder | 465,954 | $ 316,533 | |||
Service Income from related party | 34,328 | 0 | |||
Accounts Receivable- related party | 1,333 | 0 | |||
Contingent Liability | 6,994,417 | 5,658,457 | |||
Change in fair value of contingent liability | $ 1,335,960 | 1,558,620 | |||
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 second anniversary date (August 25, 2017) 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 | ||||
Contingent Liability | $ 4,099,837 | 4,099,837 | $ 4,099,837 | ||
Change in fair value of contingent liability | 2,894,580 | ||||
Stockholder | |||||
Legal expenses | $ 0 | $ 48,000 | |||
Debt Instrument, Maturity Date | Oct. 31, 2015 | ||||
New Asia Holdings Limited | |||||
Debt Instrument, Maturity Date | Oct. 31, 2015 | ||||
Debt Instrument, Convertible, Conversion Price | $ 0.02 | $ 0.02 | $ 0.02 | ||
Ownership percentage acquired | 90.00% | ||||
Earth Heat Ltd. | |||||
Ownership percentage acquired | 50.00% | ||||
Vice President | |||||
Administrative Fees Expense | $ 18,000 | $ 12,000 | |||
New Asia Momentum Limited | |||||
Operating Leases, Rent Expense | 34,685 | 0 | |||
Service Income from related party | 34,328 | 0 | |||
Accounts Receivable- related party | $ 1,333 | 0 | |||
New Asia Momentum Limited | Magdallen Quant Pte. Ltd | |||||
Software License Agreement | (i) License and Other Fixed Price Fees as set forth below: · License fees shall be based on profits from the End Users' accounts. The license fee shall be calculated as follows: - o Where the asset under management from all End Users is less than US$ 10 million, fifteen percent (15%) only of the profits from the End Users' accounts; o If the asset under management from all End Users exceed US$10 million, MQL's fees shall be separately agreed on between MQL and Client, and if MQ and the Client are unable to agree on such apportionment, MQL shall still be entitled to fifteen percent (15%) only of the profits from the End Users' accounts; o On every anniversary date of this Agreement, parties will review the performance of the Licensed Software and may by mutual agreement between MQL and the Client vary the license fee. (ii) Time & Material Fees: The charges for performance of any T&M tasks due to Work Orders will be billed monthly for charges incurred in the previous monthly period and are due and payable within thirty (30) days of the date of the invoice. Expenses may include, but are not limited to, reasonable charges for materials, office and travel expenses, graphics, documentation, research materials, computer laboratory and data processing, and out-of-pocket expenses reasonably required for performance. Expenses for travel and travel-related expenses and individual expenses in excess of US$500 require the prior approval of Client. | ||||
Related Party With Office in Common | |||||
Accounts Receivable- related party | $ 0 | $ 885 |
Note 6_ Commitments and Conti31
Note 6: Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Aug. 28, 2015 | |
Contingent Liability | $ 6,994,417 | $ 5,658,457 | |
Change in fair value of contingent liability | $ 1,335,960 | 1,558,620 | |
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 second anniversary date (August 25, 2017) 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 | ||
Contingent Liability | $ 4,099,837 | 4,099,837 | $ 4,099,837 |
Change in fair value of contingent liability | 2,894,580 | ||
New Asia Momentum Limited | |||
Operating Leases, Rent Expense | 34,685 | $ 0 | |
Real Office Centers | |||
Debt Instrument, Periodic Payment | $ 1,115 |
Note 7_ Acquisition of Magdal32
Note 7: Acquisition of Magdallen Quante Pte Ltd (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2016 | Aug. 28, 2015 | Aug. 25, 2015 | |
Common Stock, Shares, Outstanding | 68,948,767 | 68,948,767 | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Business Acquisition, Share Price | $ 0.41 | |||
Magdallen Quant Pte. Ltd | ||||
Common Stock, Shares, Outstanding | 8,000,100 | 8,000,100 | ||
Magdallen Quant Pte. Ltd | Singapore, Dollars | ||||
Common Stock, Par or Stated Value Per Share | $ 1 | |||
Magdallen Quant Pte. Ltd | United States of America, Dollars | ||||
Common Stock, Par or Stated Value Per Share | $ 0.714 | |||
Common Stock | Magdallen Quant Pte. Ltd | ||||
Stock Issued During Period, Shares, Acquisitions | 7,422,000 |
Note 7_ Acquisition of Magdal33
Note 7: Acquisition of Magdallen Quante Pte Ltd: Schedule of Identifiable Tangible and Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Aug. 28, 2015 | |
Less fair value of the contingent liability | $ (5,658,457) | $ (6,994,417) | |
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) | $ (4,099,837) | $ (4,099,837) |
Magdallen Quant Pte. Ltd | Common Stock | |||
Purchase price | $ 3,043,020 |
Note 7_ Acquisition of Magdal34
Note 7: Acquisition of Magdallen Quante Pte Ltd: Schedule of Pro-Forma Results of Operations of Acquisition (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Impairment loss - Goodwill | $ 0 | $ 875,038 |
Impairment loss - Intangible asset | 0 | 6,267,819 |
Net revenue | 34,328 | 0 |
General and administrative | 86,045 | 61,733 |
Loss from operations | (184,196) | (8,134,622) |
Income or (loss) before income taxes | (1,520,156) | (9,693,242) |
Provision for income taxes | 0 | 0 |
Net income (loss) | $ (1,520,156) | $ (9,693,242) |
Net Income (loss) per common shares-basic and fully diluted | $ (0.02) | $ (0.16) |
Weighted average common shares outstanding-basic and diluted | 68,948,767 | 60,109,061 |
Magdallen Quant Pte. Ltd | ||
Net revenue | $ 0 | |
General and administrative | 0 | |
Loss from operations | 0 | |
Income or (loss) before income taxes | 0 | |
Provision for income taxes | 0 | |
Net income (loss) | $ 0 | |
Net Income (loss) per common shares-basic and fully diluted | $ 0 | |
Weighted average common shares outstanding-basic and diluted | 897,165 | |
As Reported | ||
Net revenue | $ 0 | |
General and administrative | 928,094 | |
Loss from operations | (928,094) | |
Income or (loss) before income taxes | (928,094) | |
Provision for income taxes | 0 | |
Net income (loss) | $ (928,094) | |
Net Income (loss) per common shares-basic and fully diluted | $ (0.02) | |
Weighted average common shares outstanding-basic and diluted | 56,232,964 | |
Pro Forma | ||
Net revenue | $ 0 | |
General and administrative | 928,094 | |
Loss from operations | (928,094) | |
Income or (loss) before income taxes | (928,094) | |
Provision for income taxes | 0 | |
Net income (loss) | $ (928,094) | |
Net Income (loss) per common shares-basic and fully diluted | $ (0.02) | |
Weighted average common shares outstanding-basic and diluted | 57,130,111 |
Note 8_ Income Taxes (Details)
Note 8: Income Taxes (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Details | |
Operating Loss Carryforwards | $ 11.5 |
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2032 |
Note 8_ Income Taxes_ Schedule
Note 8: Income Taxes: Schedule of Current Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Federal income tax benefit attributable to: | ||
Current Operations | $ 62,626 | $ 3,295,702 |
Less: valuation allowance | (62,626) | (3,295,702) |
Net provision for Federal income taxes | $ 0 | $ 0 |
Note 8_ Income Taxes_ Schedul37
Note 8: Income Taxes: Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 3,917,473 | $ 3,854,846 |
Less: valuation allowance | (3,917,473) | (3,854,846) |
Net deferred tax asset | $ 0 | $ 0 |