Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2018 | Apr. 06, 2018 | |
Details | |||
Registrant Name | New Asia Holdings, Inc. | ||
Registrant CIK | 0001485029 | ||
SEC Form | 10-K | ||
Period End date | Dec. 31, 2018 | ||
Fiscal Year End | --12-31 | ||
Trading Symbol | nahd | ||
Tax Identification Number (TIN) | 450460095 | ||
Number of common stock shares outstanding | 72,288,667 | ||
Public Float | $ 94,434 | ||
Filer Category | Non-accelerated Filer | ||
Current with reporting | Yes | ||
Voluntary filer | No | ||
Well-known Seasoned Issuer | No | ||
Shell Company | false | ||
Small Business | true | ||
Emerging Growth Company | false | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Contained File Information, File Number | 000-55410 | ||
Entity Incorporation, State Country Name | Nevada | ||
Entity Address, Address Line One | 11 Beach Road #06-01 | ||
Entity Address, Country | Singapore | ||
Entity Address, Postal Zip Code | 189675 | ||
City Area Code | 65 | ||
Local Phone Number | 6820-8885 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 28,617 | $ 58,263 |
Prepaid Expense | 13,225 | 12,079 |
Total Current Assets | 41,842 | 70,342 |
Other Assets | ||
Deposit | 195 | 1,115 |
Total Other Assets | 195 | 1,115 |
TOTAL ASSETS | 42,037 | 71,457 |
Current Liabilities | ||
Accounts Payable | 17,297 | 3,150 |
Accrued Expenses | 26,402 | 2,397 |
Advance From Shareholder | 711,539 | 632,550 |
Total Current Liabilities | 755,238 | 638,097 |
Total Liabilities | 755,238 | 638,097 |
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 72,288,667 outstanding at December 31, 2018 and December 31, 2017, respectively | 72,289 | 72,289 |
Additional Paid In Capital | 11,182,713 | 11,182,713 |
Accumulated Deficit | (11,968,027) | (11,822,279) |
Accumulated Other Comprehensive income, (loss) | (176) | 637 |
Total Stockholders' Deficit | (713,201) | (566,640) |
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT | $ 42,037 | $ 71,457 |
CONSOLIDATED BALANCE SHEETS - P
CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
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 | 72,288,667 |
Common Stock, Shares, Outstanding | 72,288,667 | 72,288,667 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | ||
Sales from related party | $ 76 | $ 1,848 |
Total revenues | 76 | 1,848 |
Operating expenses | ||
Professional Fees | 46,897 | 66,048 |
Outside Service | 33,600 | 36,263 |
General & Administrative expenses | 65,327 | 80,144 |
Total operating expense | 145,824 | 182,455 |
Loss from operations | (145,748) | (180,607) |
Other Income (Loss) | ||
Bad Debt - related party | 0 | (4,650) |
Change in fair value - Contingency Liability | 0 | 1,220,919 |
Income (Loss) before income taxes | (145,748) | 1,035,662 |
Provision for income taxes | 0 | 0 |
Net Income (loss) | (145,748) | 1,035,662 |
Foreign currency translation income (loss) | (813) | 400 |
Total Comprehensive income (loss ) | $ (146,561) | $ 1,036,062 |
Net Income (Loss) per common share-basic and fully diluted | $ 0 | $ 0.01 |
Weighted average common shares outstanding-basic and diluted | 72,288,767 | 69,131,775 |
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, 2016 | $ 68,949 | $ 5,412,555 | $ (12,857,941) | $ 237 | $ (7,376,200) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2016 | 68,948,767 | ||||
Foreign Currency Translation Adjustment | 400 | 400 | |||
Shares issued to settled contingent liability | $ 3,340 | 5,770,158 | 5,773,498 | ||
Shares issued to settled contingent liability | 3,339,900 | ||||
Net income | 1,035,662 | 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 | ||||
Net loss | 1,035,662 | 1,035,662 | |||
Foreign Currency Translation Adjustment | (813) | (813) | |||
Net income | (145,748) | (145,748) | |||
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2018 | $ 72,289 | $ 11,182,713 | (11,968,027) | $ (176) | (713,201) |
Shares, Outstanding, Ending Balance at Dec. 31, 2018 | 72,288,667 | ||||
Net loss | $ (145,748) | $ (145,748) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (145,748) | $ 1,035,662 |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of contingent liability | 0 | (1,220,919) |
Bad Debt- related party | 0 | 4,650 |
Changes in operating assets and liabilities: | ||
Accounts Receivable | 0 | 1,333 |
Prepaid expenses | (1,146) | 5 |
Deposit | 920 | |
Accounts payable | 14,147 | (2,705) |
Accrued expenses | 24,005 | 933 |
Net cash used in operating activities | (107,822) | (181,041) |
Cash flows from financing activities | ||
Advance from Shareholder | 78,989 | 166,596 |
Net cash provided by financing activities | 78,989 | 166,596 |
Effect of exchange rate on cash | (813) | 400 |
Net decrease in cash | (29,646) | (14,045) |
Cash at beginning of period | 58,263 | 72,308 |
Cash at end of period | 28,617 | 58,263 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 0 | 0 |
Taxes paid | 800 | 800 |
Non-Cash Activities | ||
Settlement of contingent liability | 0 | 5,158,387 |
Shares issued for settlement of contingent liability | $ 0 | $ 615,111 |
Note 1_ Organization and Summar
Note 1: Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
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. 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. 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. NEW ASIA HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2018 and 2017 Principles of Consolidation The consolidated financial statements as of December 31, 2018 and 2017, 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, 2018 closed at $1 = 1.3629 SGD and 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, 2018 and 2017 Cash All highly liquid investments with maturities of three months or less are considered to be cash equivalents. At December 31, 2018 and December 31, 2017, 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. 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, 2018 and 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, 2018 and 2017. The total amount of advances due to shareholder through December 31, 2017 were $632,550 and are convertible at $0.02 for total potential conversion into 31,627,500 shares. The total amount of advances due to shareholder through December 31, 2018 were $711,539 and are convertible at $0.02 for total potential conversion into 35,576,950 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 Prior to January 1, 2018, the Company recognized 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. On January 1, 2018, the Company adopted ASU 2016–10 Revenue from Contracts with Customers (Topic 606). For the year December 31, 2018, the Company recognizes revenue from the services in accordance with ASC 606, “Revenue Recognition.” The Company recognizes revenue only when all of the following criteria have been met: i. ii. iii. iv. v. vi. Revenue is realized from Performance Fees received by MQL, the Company’s wholly-owned subsidiary, as described in Part I, item 1 and Note 5 below. Specifically, in November 2015, 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 agreed 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, 2018 and 2017 Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which requires lessees to recognize right-of-use assets and lease liability, initially measured at present value of the lease payments, on its balance sheet for leases with terms longer than 12 months and classified as either financing or operating leases. ASU 2016-02 requires a modified retrospective transition approach for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, and provides certain practical expedients that companies may elect including those contained in ASU 2018-01, "Leases (Topic 842): Lease Easement Practical Expedient for Transition to Topic 842". This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years with early adoption permitted. The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements and related disclosures but does not expect any significant impact to the Company |
Note 2_ Going Concern
Note 2: Going Concern | 12 Months Ended |
Dec. 31, 2018 | |
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, has a working capital deficit, 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. 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, 2018 | |
Notes | |
Note 3: Income Taxes | Note 3: Income Taxes As of December 31, 2018, the Company had net operating loss carry forwards of approximately $11.8 million that may be available to reduce future years' taxable income. 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, 2018 December 31, 2017 Federal income tax benefit attributable to: Current Operations $ 30,607 $ 38,904 Less: valuation allowance (30,607 ) (38,904 ) 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, 2018 December 31, 2017 Deferred tax asset attributable to: Net operating loss carryover $ 2,489,127 $ 2,458,520 Less: valuation allowance (2,489,127 ) (2,458,520 ) Net deferred tax asset $ - $ - Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $11.8 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, 2018 | |
Notes | |
Note 4: Common Stock | Note 4: Common Stock The Company has authorized 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 and no shares of preferred stock issued and outstanding as of December 31, 2018 and December 31, 2017. 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, 2018 and 2017, NAHL, the Company’s principal shareholder, had not yet acted to exercise its option to convert advances from NAHL, the Company’s principal shareholder, to shares of common stock. Accordingly, as of December 31, 2018 and 2017, the advances 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, 2018 | |
Notes | |
Note 5: Convertible Advances from Shareholder and other Related Party Transactions | 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 headquarters moved in the fourth quarter 2018, therefore, no rent was due in the fourth quarter 2018. The Company has paid New Asia Momentum Pte Ltd $35,513 and $46,888 for the twelve months ended December 31, 2018 and December 31, 2017, respectively. 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 on 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, 2018 | |
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. This contract ended July 24, 2018. The Company entered into another agreement for on July 31, 2018 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, 2018 with monthly fixed fees of $195. 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 headquarters moved in the fourth quarter 2018, therefore, no rent was due in the fourth quarter 2018. The Company has paid New Asia Momentum Pte Ltd $35,513 and $46,888 for the twelve months ended December 31, 2018 and December 31, 2017, respectively. |
Note 7 - Subsequent Events
Note 7 - Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 7 - Subsequent Events | Note 7 – Subsequent Events From January 1, 2019 through April 16, 2019, the Company received an additional approximately $29,608 in interest-free advances from its principal controlling shareholder, New Asia Holdings Ltd. As of April 16, 2019, 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 Summ_2
Note 1: Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017, 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, 2018 closed at $1 = 1.3629 SGD and 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, 2018 and December 31, 2017, 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. |
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, 2018 and 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, 2018 and 2017. The total amount of advances due to shareholder through December 31, 2017 were $632,550 and are convertible at $0.02 for total potential conversion into 31,627,500 shares. The total amount of advances due to shareholder through December 31, 2018 were $711,539 and are convertible at $0.02 for total potential conversion into 35,576,950 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 Prior to January 1, 2018, the Company recognized 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. On January 1, 2018, the Company adopted ASU 2016–10 Revenue from Contracts with Customers (Topic 606). For the year December 31, 2018, the Company recognizes revenue from the services in accordance with ASC 606, “Revenue Recognition.” The Company recognizes revenue only when all of the following criteria have been met: i. ii. iii. iv. v. vi. Revenue is realized from Performance Fees received by MQL, the Company’s wholly-owned subsidiary, as described in Part I, item 1 and Note 5 below. Specifically, in November 2015, 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 agreed to pay MQL in accordance with the following provisions: i. · o o o ii. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which requires lessees to recognize right-of-use assets and lease liability, initially measured at present value of the lease payments, on its balance sheet for leases with terms longer than 12 months and classified as either financing or operating leases. ASU 2016-02 requires a modified retrospective transition approach for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, and provides certain practical expedients that companies may elect including those contained in ASU 2018-01, "Leases (Topic 842): Lease Easement Practical Expedient for Transition to Topic 842". This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years with early adoption permitted. The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements and related disclosures but does not expect any significant impact to the Company |
Note 3_ Income Taxes (Tables)
Note 3: Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Current Income Tax | The provision for federal income tax consists of the following for the twelve months ended: December 31, 2018 December 31, 2017 Federal income tax benefit attributable to: Current Operations $ 30,607 $ 38,904 Less: valuation allowance (30,607 ) (38,904 ) 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, 2018 December 31, 2017 Deferred tax asset attributable to: Net operating loss carryover $ 2,489,127 $ 2,458,520 Less: valuation allowance (2,489,127 ) (2,458,520 ) Net deferred tax asset $ - $ - |
Note 1_ Organization and Summ_3
Note 1: Organization and Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2014 | |
Entity Incorporation, Date of Incorporation | Mar. 1, 2001 | |
New Asia Holdings Limited | ||
Ownership percentage acquired | 90.00% |
Note 1_ Organization and Summ_4
Note 1: Organization and Summary of Significant Accounting Policies: Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Details | |
Interest or penalties incurred on income taxes | $ 0 |
Note 1_ Organization and Summ_5
Note 1: Organization and Summary of Significant Accounting Policies: Basic Income (Loss) Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | |
Advance From Shareholder | $ 711,539 | $ 632,550 |
Debt Instrument, Convertible, Conversion Price | $ 0.02 | |
Debt Conversion, Converted Instrument, Shares Issued | 35,576,950 |
Note 3_ Income Taxes (Details)
Note 3: Income Taxes (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Operating Loss Carryforwards | $ 11.8 |
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, 2018 | Dec. 31, 2017 | |
Federal income tax benefit attributable to: | ||
Current Operations | $ 30,607 | $ 38,904 |
Less: valuation allowance | (30,607) | (38,904) |
Net provision for Federal income taxes | $ 0 | $ 0 |
Note 3_ Income Taxes_ Schedul_2
Note 3: Income Taxes: Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 2,489,127 | $ 2,458,520 |
Less: valuation allowance | (2,489,127) | (2,458,520) |
Net deferred tax asset | $ 0 | $ 0 |
Note 4_ Common Stock (Details)
Note 4: Common Stock (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 12, 2017 | |
Capital Units, Authorized | 430,000,000 | ||
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 | 72,288,667 | |
Shares issued for settlement of contingent liability | $ 615,111 | ||
Cancellation of contingent liability | 5,158,387 | ||
Anthony Ng Zi Qin | |||
Stock Issued During Period, Value, Issued for Services | $ 3,339,900 | ||
Ownership percentage acquired | 14.26% |
Note 5_ Convertible Advances _2
Note 5: Convertible Advances from Shareholder and other Related Party Transactions (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 12, 2017 | Dec. 31, 2014 |
Advance From Shareholder | $ 711,539 | $ 632,550 | |||
Debt Instrument, Convertible, Conversion Price | $ 0.02 | ||||
Professional Fees | $ 46,897 | 66,048 | |||
Accounts Receivable, Credit Loss Expense (Reversal) | 0 | 4,650 | |||
Sales from related party | 76 | 1,848 | |||
Business Combination, Contingent Consideration, Liability | 6,994,417 | ||||
Change in fair value of contingent liability | $ 1,335,960 | 0 | (1,220,919) | ||
Shares issued for settlement of contingent liability | 615,111 | ||||
Cancellation of contingent liability | 5,158,387 | ||||
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss) | $ 1,220,919 | ||||
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 | ||||
Business Combination, Contingent Consideration, Liability | 4,099,837 | ||||
Change in fair value of contingent liability | 2,894,580 | ||||
New Asia Holdings Limited | |||||
Increase (Decrease) in Due to Officers and Stockholders | $ 78,989 | 166,596 | |||
Advance From Shareholder | $ 711,539 | 632,550 | |||
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 | |||
Due to Related Parties, Current | 13,500 | 0 | |||
New Asia Momentum Limited | |||||
Operating Leases, Rent Expense | 35,513 | 46,888 | |||
Sales from related party | 76 | $ 1,848 | |||
Anthony Ng Zi Qin | |||||
Ownership percentage acquired | 14.26% | ||||
Stock Issued During Period, Value, Issued for Services | $ 3,339,900 |
Note 6_ Commitments and Conti_2
Note 6: Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Premier Business Centers | ||
Debt Instrument, Periodic Payment | $ 195 | |
New Asia Momentum Limited | ||
Operating Leases, Rent Expense | 35,513 | $ 46,888 |
Real Office Centers | ||
Debt Instrument, Periodic Payment | 960 | $ 1,115 |
Office Service Agreement | Premier Business Centers | ||
Debt Instrument, Periodic Payment | $ 950 |