Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 06, 2018 | Jun. 30, 2017 | |
Details | |||
Registrant Name | New Asia Holdings, Inc. | ||
Registrant CIK | 1,485,029 | ||
SEC Form | 10-K | ||
Period End date | Dec. 31, 2017 | ||
Fiscal Year End | --12-31 | ||
Trading Symbol | nahd | ||
Tax Identification Number (TIN) | 450,460,095 | ||
Number of common stock shares outstanding | 72,288,667 | ||
Public Float | $ 5,816,525 | ||
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 | 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, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash | $ 58,263 | $ 72,308 |
Accounts Receivable- related party | 0 | 1,333 |
Prepaid Expense | 12,079 | 12,084 |
Total Current Assets | 70,342 | 85,725 |
Other Assets | ||
Deposit | 1,115 | 1,115 |
Total Other Assets | 1,115 | 1,115 |
TOTAL ASSETS | 71,457 | 86,840 |
Current Liabilities | ||
Accounts Payable | 3,150 | 1,205 |
Accrued Expenses | 2,397 | 1,464 |
Convertible Advances From Shareholder | 632,550 | 465,954 |
Contingent Liability | 0 | 6,994,417 |
Total Current Liabilities | 638,097 | 7,463,040 |
Total Liabilities | 638,097 | 7,463,040 |
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, shares issued 72,288,667 and 68,948,767 outstanding at December 31, 2017 and December 31, 2016, respectively | 72,289 | 68,949 |
Additional Paid In Capital | 11,182,713 | 5,412,555 |
Accumulated Deficit | (11,822,279) | (12,857,941) |
Accumulated Other Comprehensive income | 637 | 237 |
Total Stockholders' Deficit | (566,640) | (7,376,200) |
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT | $ 71,457 | $ 86,840 |
CONSOLIDATED BALANCE SHEETS - P
CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares | Dec. 31, 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 | 72,288,667 | 68,948,767 |
Common Stock, Shares, Outstanding | 72,288,667 | 68,948,767 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | ||
Revenue from related party | $ 1,848 | $ 34,328 |
Total revenues | 1,848 | 34,328 |
Operating expenses | ||
Professional Fees | 66,048 | 76,908 |
Outside Service | 36,263 | 55,571 |
General & Administrative expenses | 80,144 | 86,045 |
Total operating expense | 182,455 | 218,524 |
Loss from operations | (180,607) | (184,196) |
Other Income (Loss) | ||
Bad Debt - related party | (4,650) | 0 |
Change in fair value - Contingency Liability | 1,220,919 | (1,335,960) |
Income (Loss) before income taxes | 1,035,662 | (1,520,156) |
Provision for income taxes | 0 | 0 |
Net Income (loss) | 1,035,662 | (1,520,156) |
Foreign currency translation income (loss) | 400 | 0 |
Total Comprehensive income (loss ) | $ 1,036,062 | $ (1,520,156) |
Net Income (Loss) per common share-basic and fully diluted | $ 0.01 | $ (0.02) |
Weighted average common shares outstanding-basic and diluted | 69,131,775 | 68,948,767 |
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, 2015 | $ 68,949 | $ 5,412,555 | $ (11,337,785) | $ (751) | $ (5,857,032) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2015 | 68,948,767 | ||||
Foreign Currency Translation Adjustment | $ 0 | 0 | 0 | 988 | |
Net Income (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 | ||||
Foreign Currency Translation Adjustment | $ 0 | 0 | 0 | 400 | 400 |
Net Income (loss) | 0 | 0 | 1,035,662 | 0 | 1,035,662 |
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2017 | $ 72,289 | 11,182,713 | (11,822,279) | 637 | (566,640) |
Shares, Outstanding, Ending Balance at Dec. 31, 2017 | 72,288,667 | ||||
Shares issued to settle contingent liability | $ 3,340 | $ 5,770,158 | $ 0 | $ 0 | $ 5,773,498 |
Shares issued to settle contingent liability | 3,339,900 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | ||
Net Income (Loss) | $ 1,035,662 | $ (1,520,156) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of contingent liability | (1,220,919) | 1,335,960 |
Bad Debt- related party | 4,650 | 0 |
Changes in operating assets and liabilities: | ||
Accounts Receivable | 1,333 | (1,333) |
Receivable-Other | 0 | 885 |
Prepaid expenses | 5 | 3,019 |
Deposit | 0 | (325) |
Accounts payable | (2,705) | (3,000) |
Accrued expenses | 933 | 1,464 |
Net cash used in operating activities | (181,041) | (183,486) |
Cash flows from financing activities | ||
Convertible Advances from Shareholder | 166,596 | 149,421 |
Net cash provided by financing activities | 166,596 | 149,421 |
Effect of exchange rate on cash | 400 | 988 |
Net decrease in cash | (14,045) | (33,077) |
Cash at beginning of period | 72,308 | 105,385 |
Cash at end of period | 58,263 | 72,308 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 0 | 0 |
Taxes paid | 800 | 800 |
Non-Cash Activities | ||
Cancellation of contingent liability | 5,158,387 | 0 |
Shares issued for settlement of contingent liability | $ 615,111 | $ 0 |
Note 1_ Organization and Summar
Note 1: Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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) (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 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, and consistent with the requirements of the US Securities laws, we may 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 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. On November 10th, 2017, the Company signed an Addendum to the MQL Share and Purchase Agreement with Mr. Anthony Ng Zi Qin to amend the adjustment of new shares to be issued following the extended August 25th, 2017 Anniversary Date. See Notes 5 and 6 for the settlement of the liability. 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, 2017 and 2016, 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. 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 of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. 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. The applicable exchange rate on December 31, 2017 closed at $1 = 1.3357 SGD. NEW ASIA HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2017 and 2016 Cash All highly liquid investments with maturities of three months or less are considered to be cash equivalents. At December 31, 2017 and December 31, 2016, 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: · · · Also, the Company has a purchase price contingency that is discussed in Note 6. At December 31, 2017, the Company identified the following liabilities that are required to be presented on the consolidated balance sheet at fair value Description Fair Value Fair Value Measurements at Level 1 Level 2 Level 3 Contingent consideration for business combination - - - - Total $ - $ - - - 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 Fair Value Measurements at 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 $6,994,417 contingent liability represents the difference between the agreed upon value of the shares issued in connection with the acquisition of Magdallen Quant Pte Ltd (“MQL”), which was $7,142,857 and the current value of the issued shares as of December 31, 2016, which was $148,440. NEW ASIA HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2017 and 2016 On November 10, 2017, the Company and Anthony Ng Zi Qin entered into the Second MQL Addendum, pursuant to which the Company agreed to issue an aggregate of 3,339,900 shares of common stock, in full satisfaction of the shortfall. The earnings per share (“EPS”) is reported as basic and diluted per ASC 260. The securities to be issued pursuant to the MQL Agreement, as amended, that could dilute the EPS were excluded from the diluted EPS because the Company has a loss from operations and inclusion of such securities would have been antidilutive for the periods presented. 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, 2017, 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, 2017 and 2016. The advances due to shareholder in the amount of $632,550 are convertible at $0.02 for total potential conversion into 31,627,500 million shares. 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. 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. NEW ASIA HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2017 and 2016 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. ii. iii. iv. Revenue is realized from Performance Fees received by the Company’s 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. · o o o ii. NEW ASIA HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2017 and 2016 Accounts Receivable The company's accounts receivable, related party consist of a Software Licensing Agreement between Magdallen Quant Pte Ltd (MQL) the Company's wholly-owned subsidiary and 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 In April 2016, the FASB issued ASU 2016–10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity's promise to grant a license provides a customer with either a right to use the entity's intellectual property (which is satisfied at a point in time) or a right to access the entity's intellectual property (which is satisfied over time). The amendments in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. The Company is has reviewed the provisions of this ASU to and determined there will be no material impact on our results of operations, cash flows or financial condition. We will adopt the provisions of ASU No. 2014-09 on January 1, 2018, using the modified retrospective method. We will not have an adjustment to our operating balance of accumulated deficit for the adoption of this update. We do not expect the adoption of this ASU to have a material impact on our financial position or results of operations. |
Note 2_ Going Concern
Note 2: Going Concern | 12 Months Ended |
Dec. 31, 2017 | |
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 $11,822,279 since inception, has a working capital deficit of $567,755, and is in need of additional capital to grow its operations so that it can become profitable. These conditions raise substantial doubt about the Company’s 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, improvements and modifications to the algorithms, and the change in focus in 2016 to the regulated fund and bank and model, which has resulted in several successfully completed transactions by New Asia Momentum Limited (“NAML”), the Company’s licensee, to increase the assets under management (“AUM”) will result in increased revenues. NAML is a company owned and controlled by Dr. Lin Kok Peng, the Company’s Chairman and CEO. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Note 3_ Income Taxes
Note 3: Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 3: Income Taxes | Note 3: Income Taxes As of December 31, 2017, the Company had net operating loss carry forwards of approximately $11.7 million that may be available to reduce future years' taxable income through 12/31/2033. Future tax benefits, which may arise because 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 2017 Act reduces the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017. For net operating losses (NOLs) arising after December 31, 2017, the 2017 Act limits a taxpayer’s ability to utilize NOL carryforwards to 80% of taxable income. In addition, NOLs arising after 2017 can be carried forward indefinitely, but carryback is generally prohibited. NOLs generated in tax years beginning before January 1, 2018 will not be subject to the taxable income limitation. The 2017 Act would generally eliminate the carryback of all NOLs arising in a tax year ending after 2017 and instead would permit all such NOLs to be carried forward indefinitely. The provision for federal income tax consists of the following for the twelve months ended: December 31, 2017 December 31, 2016 Federal income tax benefit attributable to: Current Operations $ 38,904 $ 62,626 Less: valuation allowance (38,904 ) (62,626 ) Net provision for Federal income taxes $ - $ - The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: December 31, 2017 December 31, 2016 Deferred tax asset attributable to: Net operating loss carryover $ 2,458,520 $ 3,917,473 Less: valuation allowance (2,458,520 ) (3,917,473 ) Net deferred tax asset $ - $ - Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $11.7 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 to use in future years. |
Note 4_ Common Stock
Note 4: Common Stock | 12 Months Ended |
Dec. 31, 2017 | |
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 72,288,667 shares of common stock issued and outstanding as of December 31, 2017 and 68,948,767 shares of common stock issued and outstanding as of December 31, 2016. On December 11, 2017, the Company issued 3,339,900 shares of restricted common stock to Anthony Ng Zi Qin. The company and Anthony Ng Zi Qin, entered into a Second MQL Addendum pursuant which the parties agreed that the Company would issue an aggregate of 3,339,900 shares in satisfaction of the shortfall in the value of the shares issued pursuant to the MQL Agreement, as amended. On December 11, 2017, the common stocks restricted shares were issued at a fair value of $615,111. As a result of this transaction, Anthony Ng Qin became a 14.26% shareholder. Thereby he is deemed a related party with significant influence. Also, this transaction created a cancellation of contingency of $5,158,387 that was recorded as a capital transaction for the year ended December 31, 2017. As of December 31, 2017, 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_ Convertible Advances fr
Note 5: Convertible Advances from Shareholder and other Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 5: Convertible Advances from Shareholder and other Related Party Transactions | Note 5: Convertible Advances from Shareholder and other Related Party Transactions There were advances of $166,596 from principal shareholder, New Asia Holdings Ltd, during the period ended December 31, 2017. The total advances due are $632,550 and $465,954 from significant shareholders as of December 31, 2017 and December 31, 2016, respectively. Pursuant to the Board resolutions described in Note 1 above, $465,594 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, 2016. In 2016, 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, 2017, 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 $166,596 borrowed during the year ended December 31, 2017 are non-interest bearing unsecured, and due on demand. NEW ASIA HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2017 and 2016 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 Mr. 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. The Company decided to write off the entire amount, totaling $4,650., and is shown as bad debt – related party in the income statement at December 31, 2017. On September 7, 2015, 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 $18,000 for the years ended December 31, 2017 and December 31, 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 $46,888 and $34,685 for the years ended December 31, 2017 and 2016, 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) · o o o (ii) NEW ASIA HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2017 and 2016 NAML paid MQL a total of $1,848 and $34,328, in related party revenue for the years ended December 31, 2017 and 2016, respectively. MQL has an accounts receivable balance with NAML of $0, and $1,333 as of December 31, 2017 and 2016, respectively. Pursuant to the MQL Agreement, and the First MQL Addendum, 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 as of December 31, 2016. 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 for the year ended December 31, 2016. On November 10, 2017, the Company and Anthony Ng Zi Qin entered into the Second MQL Addendum, pursuant to which the parties agreed that the Company would issue an aggregate of 3,339,900 shares in satisfaction of the shortfall in the value of the shares issued pursuant to the MQL Agreement, as amended. On December 11, 2017, the common stocks restricted shares were issued at a fair value of $615,111. As a result of this transaction, Anthony Ng Qin became a 14.26% shareholder. Thereby he is deemed a related party with significant influence. Also, this transaction created a cancellation of contingency of $5,158,387 that was recorded as a capital transaction for the year ended December 31, 2017. On December 11, 2017, there was positive change in the common share price occurred because of the stock price increase as of December 11, 2017. The company recorded a gain in change of fair value $1,220,919. |
Note 6_ Commitments and Conting
Note 6: Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
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 lease term was extended on a month to month basis at least through 2018, with monthly fixed fees of $960. The Company entered into an Office Service Agreement on September 12, 2017, with Premier Business Centers “PBC”). Under the terms of the agreement, PBC granted the Company a license to use the facilities and services of PBC at 15615 Alton Parkway Suite 450, Irvine, CA 92618. The basic term of this agreement is month to month commencing August 1, 2017 with monthly fixed fees of $950. 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 $46,888 and $34,685 for the years ended December 31, 2017 and 2016, respectively. Pursuant to the MQL Agreement, and the First MQL Addendum, 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 MQL Agreement and the seventh day falling on the first anniversary date of the MQL 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 securities acquired and the value of the shares issued ($4,099,837) as well as the positive change in the common stock share price created a contingent liability in amount $6,994,417 for the period ended December 31, 2016. On November 10, 2017, the Company and Anthony Ng Zi Qin entered into the Second MQL Addendum, pursuant to which the parties agreed that the Company would issue an aggregate of 3,339,900 shares in satisfaction of the shortfall in the value of the shares issued pursuant to the MQL Agreement, as amended. On December 11, 2017, the common stocks restricted shares were issued at a fair value of $615,111 which created a cancellation of contingency of $5,158,387 which was recorded as a capital transaction for the year ended December 31, 2017. |
Note 7 - Subsequent Events
Note 7 - Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 7 - Subsequent Events | Note 7 – Subsequent Events From January 1, 2018 through April 16, 2018, the Company received an additional approximately $33,000 in interest-free advances from its principal controlling shareholder, New Asia Holdings Ltd. As of December 31, 2017, 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 now. |
Note 1_ Organization and Summ14
Note 1: Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016, 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. |
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 of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
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. The applicable exchange rate on December 31, 2017 closed at $1 = 1.3357 SGD. |
Cash | Cash All highly liquid investments with maturities of three months or less are considered to be cash equivalents. At December 31, 2017 and December 31, 2016, 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: · · · Also, the Company has a purchase price contingency that is discussed in Note 6. At December 31, 2017, the Company identified the following liabilities that are required to be presented on the consolidated balance sheet at fair value Description Fair Value Fair Value Measurements at Level 1 Level 2 Level 3 Contingent consideration for business combination - - - - Total $ - $ - - - 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 Fair Value Measurements at 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 $6,994,417 contingent liability represents the difference between the agreed upon value of the shares issued in connection with the acquisition of Magdallen Quant Pte Ltd (“MQL”), which was $7,142,857 and the current value of the issued shares as of December 31, 2016, which was $148,440. NEW ASIA HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2017 and 2016 On November 10, 2017, the Company and Anthony Ng Zi Qin entered into the Second MQL Addendum, pursuant to which the Company agreed to issue an aggregate of 3,339,900 shares of common stock, in full satisfaction of the shortfall. The earnings per share (“EPS”) is reported as basic and diluted per ASC 260. The securities to be issued pursuant to the MQL Agreement, as amended, that could dilute the EPS were excluded from the diluted EPS because the Company has a loss from operations and inclusion of such securities would have been antidilutive for the periods presented. |
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, 2017, 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, 2017 and 2016. The advances due to shareholder in the amount of $632,550 are convertible at $0.02 for total potential conversion into 31,627,500 million shares. |
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. |
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. ii. iii. iv. Revenue is realized from Performance Fees received by the Company’s 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. · o o o ii. |
Accounts Receivable | Accounts Receivable The company's accounts receivable, related party consist of a Software Licensing Agreement between Magdallen Quant Pte Ltd (MQL) the Company's wholly-owned subsidiary and 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 In April 2016, the FASB issued ASU 2016–10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity's promise to grant a license provides a customer with either a right to use the entity's intellectual property (which is satisfied at a point in time) or a right to access the entity's intellectual property (which is satisfied over time). The amendments in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. The Company is has reviewed the provisions of this ASU to and determined there will be no material impact on our results of operations, cash flows or financial condition. We will adopt the provisions of ASU No. 2014-09 on January 1, 2018, using the modified retrospective method. We will not have an adjustment to our operating balance of accumulated deficit for the adoption of this update. We do not expect the adoption of this ASU to have a material impact on our financial position or results of operations. |
Note 1_ Organization and Summ15
Note 1: Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Fair Value Liabilities | At December 31, 2017, the Company identified the following liabilities that are required to be presented on the consolidated balance sheet at fair value Description Fair Value Fair Value Measurements at Level 1 Level 2 Level 3 Contingent consideration for business combination - - - - Total $ - $ - - - 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 Fair Value Measurements at 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 3_ Income Taxes (Tables)
Note 3: Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Current Income Tax | The provision for federal income tax consists of the following for the twelve months ended: December 31, 2017 December 31, 2016 Federal income tax benefit attributable to: Current Operations $ 38,904 $ 62,626 Less: valuation allowance (38,904 ) (62,626 ) Net provision for Federal income taxes $ - $ - |
Schedule of Deferred Tax Assets | The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: December 31, 2017 December 31, 2016 Deferred tax asset attributable to: Net operating loss carryover $ 2,458,520 $ 3,917,473 Less: valuation allowance (2,458,520 ) (3,917,473 ) Net deferred tax asset $ - $ - |
Note 1_ Organization and Summ17
Note 1: Organization and Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2014 | |
Entity Incorporation, Date of Incorporation | Mar. 1, 2001 | |
New Asia Holdings Limited | ||
Ownership percentage acquired | 90.00% |
Note 1_ Organization and Summ18
Note 1: Organization and Summary of Significant Accounting Policies: Foreign Currency (Details) | Dec. 31, 2017 |
Details | |
Foreign Currency Exchange Rate, Translation | 1.3357 |
Note 1_ Organization and Summ19
Note 1: Organization and Summary of Significant Accounting Policies: Cash (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Details | ||
Cash Equivalents, at Carrying Value | $ 0 | $ 0 |
Note 1_ Organization and Summ20
Note 1: Organization and Summary of Significant Accounting Policies: Fair Value of Financial Instruments: Schedule of Fair Value Liabilities (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Liabilities, Fair Value Disclosure, Recurring | $ 0 | $ 6,994,417 |
Fair Value, Inputs, Level 1 | ||
Liabilities, Fair Value Disclosure, Recurring | 0 | 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 | 0 | 6,994,417 |
Contingent consideration for business combination | Fair Value, Inputs, Level 1 | ||
Liabilities, Fair Value Disclosure, Recurring | 0 | 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 1_ Organization and Summ21
Note 1: Organization and Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Details | ||
Contingent Liability | $ 0 | $ 6,994,417 |
Fair Value of Assets Acquired | 7,142,857 | |
Investment Owned, at Fair Value | $ 148,440 | |
Business Combination, Contingent Liability Addendum Description | On November 10, 2017, the Company and Anthony Ng Zi Qin entered into the Second MQL Addendum, pursuant to which the Company agreed to issue an aggregate of 3,339,900 shares of common stock, in full satisfaction of the shortfall. |
Note 1_ Organization and Summ22
Note 1: Organization and Summary of Significant Accounting Policies: Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Details | |
Interest or penalties incurred on income taxes | $ 0 |
Note 1_ Organization and Summ23
Note 1: Organization and Summary of Significant Accounting Policies: Basic Income (Loss) Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Details | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 |
Convertible Advances From Shareholder | $ 632,550 | $ 465,954 |
Debt Instrument, Convertible, Conversion Price | $ 0.02 | |
Debt Conversion, Converted Instrument, Shares Issued | 31,627,500 |
Note 2_ Going Concern (Details)
Note 2: Going Concern (Details) | 202 Months Ended |
Dec. 31, 2017USD ($) | |
Details | |
Sustained Substantial Losses Since Inception | $ (11,822,279) |
Working Capital Deficit | $ (567,755) |
Note 3_ Income Taxes (Details)
Note 3: Income Taxes (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Operating Loss Carryforwards | $ 11.7 |
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2033 |
Premier Business Centers | Minimum | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% |
Premier Business Centers | Maximum | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
Note 3_ Income Taxes_ Schedule
Note 3: Income Taxes: Schedule of Current Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Federal income tax benefit attributable to: | ||
Current Operations | $ 38,904 | $ 62,626 |
Less: valuation allowance | (38,904) | (62,626) |
Net provision for Federal income taxes | $ 0 | $ 0 |
Note 3_ Income Taxes_ Schedul27
Note 3: Income Taxes: Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 2,458,520 | $ 3,917,473 |
Less: valuation allowance | (2,458,520) | (3,917,473) |
Net deferred tax asset | $ 0 | $ 0 |
Note 4_ Common Stock (Details)
Note 4: Common Stock (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 12, 2017 | |
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 | 72,288,667 | 68,948,767 | |
Common Stock, Shares, Issued | 72,288,667 | 68,948,767 | |
Shares issued for settlement of contingent liability | $ 615,111 | $ 0 | |
Cancellation of contingent liability | 5,158,387 | $ 0 | |
Anthony Ng Zi Qin | |||
Stock Issued During Period, Value, Issued for Services | $ 3,339,900 | ||
Ownership percentage acquired | 14.26% |
Note 5_ Convertible Advances 29
Note 5: Convertible Advances from Shareholder and other Related Party Transactions (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 12, 2017 | Dec. 31, 2014 |
Increase (Decrease) in Due to Officers and Stockholders | $ 166,596 | ||||
Convertible Advances From Shareholder | $ 465,954 | $ 632,550 | $ 465,954 | ||
Debt Instrument, Convertible, Conversion Price | $ 0.02 | ||||
Professional Fees | $ 66,048 | 76,908 | |||
Provision for Doubtful Accounts | 4,650 | 0 | |||
Revenue from related party | 1,848 | 34,328 | |||
Accounts Receivable- related party | 1,333 | 0 | 1,333 | ||
Contingent Liability | 6,994,417 | 0 | 6,994,417 | ||
Change in fair value of contingent liability | 1,335,960 | (1,220,919) | 1,335,960 | ||
Shares issued for settlement of contingent liability | 615,111 | 0 | |||
Cancellation of contingent liability | 5,158,387 | 0 | |||
Change in fair value of contingent liability | (1,335,960) | $ 1,220,919 | (1,335,960) | ||
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 | ||||
Change in fair value of contingent liability | (2,894,580) | ||||
Stockholder | |||||
Debt Instrument, Maturity Date | Oct. 31, 2016 | ||||
New Asia Holdings Limited | |||||
Debt Instrument, Convertible, Conversion Price | $ 0.02 | ||||
Ownership percentage acquired | 90.00% | ||||
Legal & Compliance, LLC | |||||
Professional Fees | $ 4,000 | ||||
Tricia F. Jones | |||||
Administrative Fees Expense | $ 650 | ||||
Earth Heat Ltd. | |||||
Ownership percentage acquired | 50.00% | ||||
Vice President | |||||
Administrative Fees Expense | $ 18,000 | 18,000 | |||
New Asia Momentum Limited | |||||
Operating Leases, Rent Expense | 46,888 | 34,685 | |||
Revenue from related party | 1,848 | 34,328 | |||
Related Party With Office In Common | |||||
Accounts Receivable- related party | $ 1,333 | 0 | $ 1,333 | ||
Anthony Ng Zi Qin | |||||
Ownership percentage acquired | 14.26% | ||||
Stock Issued During Period, Value, Issued for Services | $ 3,339,900 |
Note 6_ Commitments and Conti30
Note 6: Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Contingent Liability | $ 0 | $ 6,994,417 |
Shares issued for settlement of contingent liability | 615,111 | 0 |
Cancellation of contingent liability | 5,158,387 | 0 |
Magdallen Quant Pte. Ltd | ||
Contingent Liability | 4,099,837 | 4,099,837 |
Premier Business Centers | ||
Debt Instrument, Periodic Payment | 950 | |
New Asia Momentum Limited | ||
Operating Leases, Rent Expense | 46,888 | 34,685 |
Anthony Ng Zi Qin | ||
Stock Issued During Period, Value, Issued for Services | 3,339,900 | |
Real Office Centers | ||
Debt Instrument, Periodic Payment | $ 960 | $ 1,115 |
Note 7 - Subsequent Events (Det
Note 7 - Subsequent Events (Details) - USD ($) | Apr. 17, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Convertible Advances From Shareholder | $ 632,550 | $ 465,954 | |
Subsequent Event | |||
Convertible Advances From Shareholder | $ 33,000 |