Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 16, 2017 | |
Details | ||
Registrant Name | NEW ASIA HOLDINGS, INC. | |
Registrant CIK | 1,485,029 | |
SEC Form | 10-Q | |
Period End date | Jun. 30, 2017 | |
Fiscal Year End | --12-31 | |
Trading Symbol | nahd | |
Tax Identification Number (TIN) | 450,460,095 | |
Number of common stock shares outstanding | 68,948,767 | |
Filer Category | Smaller Reporting Company | |
Current with reporting | Yes | |
Voluntary filer | No | |
Well-known Seasoned Issuer | No | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Contained File Information, File Number | 000-55410 | |
Entity Incorporation, State Country Name | Nevada | |
Entity Address, Address Line One | 60 PayaLebar Road 12-08 PayaLebar Square | |
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 ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash | $ 69,535 | $ 72,308 |
Accounts Receivable- related party | 0 | 1,333 |
Other receivable- related party | 4,650 | 0 |
Prepaid Expense | 5,124 | 12,084 |
Total Current Assets | 79,309 | 85,725 |
Other Assets | ||
Security Deposit | 1,115 | 1,115 |
Total Other Assets | 1,115 | 1,115 |
TOTAL ASSETS | 80,424 | 86,840 |
Current Liabilities | ||
Accounts Payable | 3,010 | 1,205 |
Accrued Expenses | 1,575 | 1,464 |
Advances from Shareholder | 562,550 | 465,954 |
Contingent Liability | 4,263,121 | 6,994,417 |
Total Current Liabilities | 4,830,256 | 7,463,040 |
Total Liabilities | 4,830,256 | 7,463,040 |
Stockholders' Deficit | ||
Preferred Stock, $0.001 par value, 30,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2017 and December 31, 2016 | 0 | 0 |
Common Stock, $0.001 par value, 400,000,000 shares authorized, 68,948,767 shares issued and outstanding at June 30, 2017 and December 31, 2016 | 68,949 | 68,949 |
Additional Paid In Capital | 5,412,555 | 5,412,555 |
Accumulated Deficit | (10,231,536) | (12,857,941) |
Accumulated Other Comprehensive Income | 200 | 237 |
Total Stockholders' Deficit | (4,749,832) | (7,376,200) |
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT | $ 80,424 | $ 86,840 |
CONSOLIDATED BALANCE SHEETS - P
CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
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 Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 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, Issued | 68,948,767 | 68,948,767 |
Common Stock, Shares, Outstanding | 68,948,767 | 68,948,767 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues | ||||
Sales income from related party | $ 1,426 | $ 21,599 | $ 1,848 | $ 21,599 |
Total revenues | 1,426 | 21,599 | 1,848 | 21,599 |
Operating expenses | ||||
Professional fees | 18,901 | 25,974 | 46,013 | 53,978 |
Outside service | 9,502 | 13,293 | 19,632 | 13,293 |
General & administrative expenses | 20,630 | 24,946 | 41,094 | 59,733 |
Total operating expense | 49,033 | 64,213 | 106,739 | 127,004 |
Loss from operations | (47,607) | (42,614) | (104,891) | (105,405) |
Other Income (loss) | ||||
Change in fair value - contingency liability | 2,063,316 | (2,597,700) | 2,731,296 | 0 |
Income (loss) before income taxes | 2,015,709 | (2,640,314) | 2,626,405 | (105,405) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net income (loss) | 2,015,709 | (2,640,314) | 2,626,405 | (105,405) |
Foreign currency translation income (loss) | 38 | (179) | (37) | 1,313 |
Total comprehensive income (loss) | $ 2,015,747 | $ (2,640,493) | $ 2,626,368 | $ (104,092) |
Net income (loss) per common share-basic and diluted | $ 0.03 | $ (0.04) | $ 0.04 | $ 0 |
Weighted average common shares outstanding-basic and diluted | 68,948,967 | 68,948,767 | 68,948,967 | 68,948,767 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities | ||
Net income (loss) | $ 2,626,405 | $ (105,405) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of contingent liability | (2,731,296) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable- related party | 1,333 | 0 |
Other receivable- related party | (4,650) | (423) |
Prepaid expenses | 6,960 | 8,803 |
Deposit | 0 | (558) |
Accounts payable | 1,805 | 5,578 |
Accrued expenses | 111 | 1,574 |
Net cash used in operating activities | (99,332) | (90,431) |
Cash flows from financing activities | ||
Advances from shareholder | 96,596 | 69,421 |
Net cash provided by financing activities | 96,596 | 69,421 |
Effect of exchange rate on cash | (37) | 1,313 |
Net decrease in cash | (2,773) | (19,697) |
Cash at beginning of period | 72,308 | 105,385 |
Cash at end of period | 69,535 | 85,688 |
Supplemental disclosure of cash flow information: | ||
Taxes paid | $ 800 | $ 800 |
Note 1_ Organization and Summar
Note 1: Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
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) (“we”, “our”, 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.) (“NAHL”) 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 expect to utilize our in-house proprietary neural trading models to trade our own funds in the future in order to provide 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 basis, 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 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. On August 19, 2016, the Company entered into an Addendum to the MQL 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 12 months. Basis of Presentation The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim consolidated financial information and with the instructions to Securities and Exchange Commission ("SEC") Form 10-Q and Article 8 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments of a normal recurring nature and considered necessary for a fair presentation of its financial condition and results of operations for the interim periods presented in this Quarterly Report on Form 10-Q have been included. Operating results for the interim periods are not necessarily indicative of financial results for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. In preparing these financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. 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. The Company currently has a purchase price contingency that is discussed in Note 4. At June 30, 2017, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value: Description Fair Value as of June 30, 2017 Fair Value Measurements at June 30, 2017 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Contingent consideration for business combination $ 4,263,121 4,263,121 - - Total $ 4,263,121 4,263,121 - - The $4,263,121 contingent liability was created by the contingent stock agreement whereby guaranteeing value of the assets acquired $7,142,857 less the current value of the stock as of June 30, 2017 which is $2,879,736 At December 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 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 - - The earnings per share (EPS) is reported as basic and diluted per ASC 260. The securities pursuant to the contingent stock agreement that could dilute the earnings per share were excluded from the diluted EPS because the company has a loss from operations. To do so, the issuance would have been antidilutive for the periods presented. |
Note 2_ Going Concern
Note 2: Going Concern | 6 Months Ended |
Jun. 30, 2017 | |
Notes | |
Note 2: Going Concern | Note 2: Going Concern The accompanying unaudited interim consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has substantial losses, has a working capital deficit of $487,826 (not including the contingent liability of $4,263,121, and is in need of additional capital to grow its operations so that it can become profitable. These matters, among others, raise substantial doubt about our 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 the deployment of its proprietary trainable trading algorithms in 2016, coupled with several successful transactions that have been completed by its licensee, NAML, to increase the assets under management (“AUM”) will result in increased revenues to NAHD. Therefore, its successful ability to raise capital and increases in revenues will provide the opportunity for the Company to continue as a going concern. The unaudited interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Note 3_ Related Party Transacti
Note 3: Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Notes | |
Note 3: Related Party Transactions | Note 3: Related Party Transactions There were advances in the aggregate amount of $96,596 from NAHL, a significant shareholder, during the six-month period ended June 30, 2017. The total advances due are $562,550 and $465,954 to NAHL as of June 30, 2017 and December 31, 2016, respectively. Of these amounts, $316,533 of the advances constitute unsecured interest-free loans to the Company that were due to be repaid by October 31, 2015. In accordance with the terms of the advances, if the Company was unable to repay these advances by such date, NAHL, in its sole discretion, had the option to extend the repayment deadline or convert all or a portion of the advances into common stock of the Company at a conversion price of $0.02 per share. As of June 30, 2017, NAHL had not yet exercised its option to convert the advances to shares of common stock, and therefore, the advances remained as an interest-free loan to the Company as of June 30, 2017. The Company paid $4,000 to Legal & Compliance, LLC, its legal counsel, for services that Legal & Compliance, LLC provided to New Asia Energy, Inc. (“NAEI”), a company that, up until December 19, 2016 had been managed by Dr. Lin Kok Peng as CEO and by Jose A Capote as Secretary. Legal & Compliance, LLC was also legal counsel to NAEI until December 19, 2016. The Company advanced a consultancy payment in the amount of $650 to Ms. Tricia F. Jones, for administrative services rendered to NAEI, related to the turnover of NAEI records to the new management of NAEI. These amounts add to $4,650 and are shown as other receivable – related party in the balance sheet at June 30, 2017. On September 7, 2015, Mr. Jose A. 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 beneficial 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 $9,000 and $9,000 for the six months ended June 30, 2017 and June 30, 2016, 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 $22,800 and $11,730 for the six month periods ended June 30, 2017 and 2016, respectively. In November 2015, MQL, the Company's wholly-owned subsidiary, entered into a Software License Agreement with NAML, a company owned and controlled by NAHD's Chairman and CEO, Dr. Lin Kok Peng. Pursuant to the terms of the Software License Agreement, NAML agreed to pay MQL in accordance with the following provisions: (i) · License fees shall be based on profits from the end users’ accounts. The license fee shall be calculated as follows: o Where the AUM from all end users is less than $10 million, 15% only of the profits from the end users' accounts; o If the AUM from all end users exceed $10 million, MQL's fees shall be separately agreed on between MQL and NAML, and if MQL and NAML are unable to agree on such apportionment, MQL shall still be entitled to 15% only of the profits from the end users' accounts; o On every anniversary date of the Software License Agreement, the parties will review the performance of the licensed software and may, by mutual agreement between MQL and NAML, vary the license fee. (ii) Time & Material (“T&M”) 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 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 $500 require NAML’s prior approval. NAML paid MQL a total of $3,181 and $21,599 in related party revenue for the six-month periods ended June 30, 2017 and 2016, respectively. MQL has an accounts receivable balance with NAML of $0 as of June 30, 2017 and $1,333 as of December 31, 2016. 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 MQL 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 the Sale and Purchase Agreement and the seventh day falling on the first anniversary date of the agreement is below $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 positive change in the common stock share price ($2,063,316 for the period ended June 30, 2017) created a contingent liability in amount of $4,263,121 and $6,994,417 as of June 30, 2017 and December 31, 2016, respectively. The positive change in common share price occurred because the stock price increased as of June 30, 2017 compared to December 31, 2016. |
Note 4_ Commitments and Conting
Note 4: Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Notes | |
Note 4: Commitments and Contingencies | Note 4: Commitments and Contingencies The Company entered into an Office Service Agreement on May 4, 2016, with Real Office Centers (“ROC”). Under the terms of the agreement, ROC granted the Company a license to use the facilities and services of ROC at 15615 Alton Parkway Suite 450, Irvine, CA 92618. The basic term of this agreement is for 12 months commencing July 1, 2016 and ended June 30, 2017 with monthly fixed fees of $1,115. The lease term was extended through June 30, 2017 with monthly fixed fees of $960. In addition, 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 $22,800 and 11,730 for the six-month periods ended June 30, 2017 and 2016, 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 MQL 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 the Sale and Purchase Agreement and the seventh day falling on the first anniversary date of the agreement is below $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 positive change in the common stock share price ($2,731,296 for the six month period ended June 30, 2017) created a contingent liability in amount of $4,263,121 and $6,994,417 as of June 30, 2017 and December 31, 2016, respectively. The positive change in common share price occurred because the stock price increased as of June 30, 2017 compared to December 31, 2016. |
Note 1_ Organization and Summ10
Note 1: Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Policies | |
Basis of Presentation | Basis of Presentation The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim consolidated financial information and with the instructions to Securities and Exchange Commission ("SEC") Form 10-Q and Article 8 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments of a normal recurring nature and considered necessary for a fair presentation of its financial condition and results of operations for the interim periods presented in this Quarterly Report on Form 10-Q have been included. Operating results for the interim periods are not necessarily indicative of financial results for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. In preparing these financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
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. The Company currently has a purchase price contingency that is discussed in Note 4. At June 30, 2017, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value: Description Fair Value as of June 30, 2017 Fair Value Measurements at June 30, 2017 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Contingent consideration for business combination $ 4,263,121 4,263,121 - - Total $ 4,263,121 4,263,121 - - The $4,263,121 contingent liability was created by the contingent stock agreement whereby guaranteeing value of the assets acquired $7,142,857 less the current value of the stock as of June 30, 2017 which is $2,879,736 At December 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 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 - - The earnings per share (EPS) is reported as basic and diluted per ASC 260. The securities pursuant to the contingent stock agreement that could dilute the earnings per share were excluded from the diluted EPS because the company has a loss from operations. To do so, the issuance would have been antidilutive for the periods presented. |
Note 1_ Organization and Summ11
Note 1: Organization and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Tables/Schedules | |
Schedule of Fair Value Liabilities | At June 30, 2017, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value: Description Fair Value as of June 30, 2017 Fair Value Measurements at June 30, 2017 Using Fair Value Hierarchy Level 1 Level 2 Level 3 Contingent consideration for business combination $ 4,263,121 4,263,121 - - Total $ 4,263,121 4,263,121 - - The $4,263,121 contingent liability was created by the contingent stock agreement whereby guaranteeing value of the assets acquired $7,142,857 less the current value of the stock as of June 30, 2017 which is $2,879,736 At December 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 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 - - |
Note 1_ Organization and Summ12
Note 1: Organization and Summary of Significant Accounting Policies (Details) | Jun. 30, 2017 | Dec. 31, 2014 |
New Asia Holdings Limited | ||
Ownership percentage acquired | 90.00% | |
Vice President | ||
Ownership of Entity by Shareholder | 50.00% |
Note 1_ Organization and Summ13
Note 1: Organization and Summary of Significant Accounting Policies: Fair Value of Financial Instruments: Schedule of Fair Value Liabilities (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Liabilities, Fair Value Disclosure, Recurring | $ 4,263,121 | $ 6,994,417 |
Contingent Liability | 4,263,121 | 6,994,417 |
Fair Value of Assets Acquired | 7,142,857 | |
Investment Owned, at Fair Value | 2,879,736 | |
Fair Value, Inputs, Level 1 | ||
Liabilities, Fair Value Disclosure, Recurring | 4,263,121 | 6,994,417 |
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 | 4,263,121 | 6,994,417 |
Contingent consideration for business combination | Fair Value, Inputs, Level 1 | ||
Liabilities, Fair Value Disclosure, Recurring | 4,263,121 | 6,994,417 |
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 2_ Going Concern (Details)
Note 2: Going Concern (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Details | ||
Working Capital Deficit | $ (487,826) | |
Contingent Liability | $ 4,263,121 | $ 6,994,417 |
Note 3_ Related Party Transac15
Note 3: Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Increase (Decrease) in Due to Officers and Stockholders | $ 96,596 | ||||||
Advances from Shareholder | $ 562,550 | 562,550 | $ 465,954 | $ 316,533 | |||
Other receivable - related party | 4,650 | 4,650 | |||||
Sales income from related party | 1,426 | $ 21,599 | 1,848 | $ 21,599 | |||
Accounts Receivable- related party | 0 | 0 | 1,333 | ||||
Contingent Liability | 4,263,121 | 4,263,121 | 6,994,417 | ||||
Change in fair value of contingent liability | $ (2,731,296) | 0 | |||||
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 the Sale and Purchase Agreement and the seventh day falling on the first anniversary date of the agreement is below $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 | |||||
Change in fair value of contingent liability | 2,063,316 | ||||||
Legal Fees | |||||||
Other receivable - related party | 4,000 | 4,000 | |||||
Consultancy Fees | |||||||
Other receivable - related party | $ 650 | $ 650 | |||||
New Asia Holdings Limited | |||||||
Debt Instrument, Convertible, Conversion Price | $ 0.02 | $ 0.02 | |||||
Ownership percentage acquired | 90.00% | ||||||
Earth Heat Ltd. | |||||||
Ownership percentage acquired | 50.00% | 50.00% | |||||
Vice President | |||||||
Administrative Fees Expense | $ 9,000 | 9,000 | |||||
New Asia Momentum Limited | |||||||
Operating Leases, Rent Expense | 22,800 | 11,730 | |||||
Sales income from related party | 3,181 | $ 21,599 | |||||
Accounts Receivable- related party | $ 0 | $ 0 | $ 1,333 | ||||
New Asia Momentum Limited | Magdallen Quant Pte. Ltd | |||||||
Software License Agreement, Less than $10 Million | Where the AUM from all end users is less than $10 million, 15% only of the profits from the end users' accounts; | ||||||
Software License Agreement, Exceed $10 Million | If the AUM from all end users exceed $10 million, MQL's fees shall be separately agreed on between MQL and NAML, and if MQL and NAML are unable to agree on such apportionment, MQL shall still be entitled to 15% only of the profits from the end users' accounts; | ||||||
Software License Agreement, Time & Material Fees | Time & Material (“T&M”) 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 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 $500 require NAML’s prior approval. |
Note 4_ Commitments and Conti16
Note 4: Commitments and Contingencies (Details) - USD ($) | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2016 |
Contingent Liability | $ 4,263,121 | $ 4,263,121 | $ 4,263,121 | $ 6,994,417 | |
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 the Sale and Purchase Agreement and the seventh day falling on the first anniversary date of the agreement is below $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 common stock price | 2,731,296 | ||||
New Asia Momentum Limited | |||||
Operating Leases, Rent Expense | $ 22,800 | $ 11,730 | |||
Real Office Centers | |||||
Debt Instrument, Periodic Payment | $ 960 | $ 1,115 |