Nevada
|
45-0460095
|
(State or other jurisdiction
|
(IRS Employer File Number)
|
60 Paya Lebar Road 12-08 Paya Lebar Square Singapore
|
409051
|
(Address of principal executive offices)
|
(zip code)
|
Large accelerated filer
☐
|
Accelerated filer
☐
|
Non-accelerated filer
☐
(Do not check if a smaller reporting company)
|
Smaller reporting company
☑
|
PART I FINANCIAL INFORMATION
|
|
|
|
|
|
Item 1. Financial Statements for the period ended September 30, 2016
|
|
|
|
Consolidated Balance Sheets as of September 30, 2016 (Unaudited) and December 31, 2015
|
3
|
|
Unaudited Consolidated Statements of Operations and Other Comprehensive Income (Loss) for the three and Nine months ended September 30, 2016 and 2015
|
4
|
|
Unaudited Consolidated Statements of Cash Flows for the Nine months ended September 30, 2016 and 2015
|
5
|
|
Notes to Unaudited Consolidated Financial Statements
|
6
|
|
|
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
10
|
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk
|
13
|
|
Item 4. Controls and Procedures
|
13
|
|
|
|
|
PART II OTHER INFORMATION
|
|
|
|
|
|
Item 1. Legal Proceedings
|
14
|
|
Item 1A. Risk Factor
|
14
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
14
|
|
Item 3. Defaults Upon Senior Securities
|
14
|
|
Item 4. Mine Safety Disclosures
|
14
|
|
Item 5. Other Information
|
14
|
|
Item 6. Exhibits
|
16
|
|
|
|
|
Signatures
|
16
|
|
September 30, 2016
|
December 31, 2015
|
||||||
|
(Unaudited)
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash
|
$
|
71,806
|
$
|
105,385
|
||||
Accounts Receivable (from related party)
|
6,025
|
885
|
||||||
Prepaid Expense
|
640
|
15,103
|
||||||
Total Current Assets
|
78,471
|
121,373
|
||||||
Other Assets
|
||||||||
Deposit
|
1,348
|
790
|
||||||
Total Other Assets
|
1,348
|
790
|
||||||
TOTAL ASSETS
|
$
|
79,819
|
$
|
122,163
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current Liabilities
|
||||||||
Accounts Payable
|
$
|
1,254
|
4,205
|
|||||
Accrued Expenses
|
5,095
|
-
|
||||||
Advance From Shareholder
|
415,954
|
316,533
|
||||||
Contingent Liability
|
5,806,897
|
5,658,457
|
||||||
Total Current Liabilities
|
$
|
6,229,200
|
$
|
5,979,195
|
||||
Total Liabilities
|
$
|
6,229,200
|
$
|
5,979,195
|
||||
Stockholders' Deficit
|
||||||||
Preferred Stock, $0.001 par value, 30,000,000 shares authorized, 0 shares issued and outstanding
|
||||||||
Common Stock, $0.001 par value, 400,000,000 shares authorized, 68,948,767 shares issued and outstanding
|
68,949
|
68,949
|
||||||
Additional Paid In Capital
|
5,412,555
|
5,412,555
|
||||||
Accumulated Deficit
|
(11,631,301
|
)
|
(11,337,785
|
)
|
||||
Stockholders' Deficit
|
(6,149,797
|
)
|
(5,856,281
|
)
|
||||
Accumulated Other Comprehensive Income(Loss)
|
416
|
(751
|
)
|
|||||
Total Stockholders' Deficit
|
$
|
(6,149,381
|
)
|
$
|
(5,857,032
|
)
|
||
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT
|
$
|
79,819
|
$
|
122,163
|
|
For the three months ended September 30, 2016
|
For the three months ended September 30, 2015
|
For the Nine months ended September 30, 2016
|
For the Nine months ended September 30, 2015
|
||||||||||||
Revenues
|
||||||||||||||||
Service Income from related party
|
$
|
5,638
|
$
|
-
|
$
|
27,237
|
$
|
-
|
||||||||
Total related party revenues
|
5,638
|
-
|
27,237
|
-
|
||||||||||||
|
||||||||||||||||
Operating expenses
|
||||||||||||||||
Professional Fees
|
8,340
|
37,112
|
62,318
|
95,968
|
||||||||||||
Outside Services
|
7,087
|
12,763
|
20,380
|
17,553
|
||||||||||||
General & Administrative expenses
|
29,882
|
15,999
|
89,615
|
851,464
|
||||||||||||
Total operating expense
|
45,309
|
65,874
|
172,313
|
964,985
|
||||||||||||
|
||||||||||||||||
Total loss from operations
|
(39,671
|
)
|
(65,874
|
)
|
(145,076
|
)
|
(964,985
|
)
|
||||||||
|
||||||||||||||||
Other expense
|
||||||||||||||||
Change in fair value of Contingent Liabilities
|
(148,440
|
)
|
(371,100
|
)
|
(148,440
|
)
|
(371,100
|
)
|
||||||||
Total other expense
|
(148,440
|
)
|
(371,100
|
)
|
(148,440
|
)
|
(371,100
|
)
|
||||||||
|
||||||||||||||||
Net loss
|
$
|
(188,111
|
)
|
$
|
(436,974
|
)
|
$
|
(293,516
|
)
|
$
|
(1,336,085
|
)
|
||||
Foreign currency translation income (loss)
|
(146
|
)
|
(3,966
|
)
|
1,167
|
(3,966
|
)
|
|||||||||
|
||||||||||||||||
Total comprehensive loss
|
$
|
(188,257
|
)
|
$
|
(440,940
|
)
|
$
|
(292,349
|
)
|
$
|
(1,340,051
|
)
|
||||
|
||||||||||||||||
Net loss per common share - basic and diluted
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
$
|
(0.00
|
)
|
$
|
(0.02
|
)
|
||||
|
||||||||||||||||
Weighted average common shares outstanding - basic and diluted
|
68,948,767
|
57,130,111
|
68,948,767
|
64,218,266
|
|
For the Nine months ended
|
For the Nine months ended
|
||||||
|
September 30, 2016
|
September 30, 2015
|
||||||
Cash flows from operating activities
|
||||||||
Net loss
|
$
|
(293,516
|
)
|
$
|
(1,336,085
|
)
|
||
Adjustment to reconcile net loss to net cash used in operating activities:
|
||||||||
Change in Fair Value of Contingent Liability
|
148,440
|
371,100
|
||||||
Shared-based compensation
|
-
|
800,000
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Receivable-Other
|
(5,140
|
)
|
-
|
|||||
Prepaid expenses
|
14,463
|
- | ||||||
Deposits
|
(558
|
)
|
(790
|
)
|
||||
Accounts payable
|
(2,951
|
)
|
3,303
|
|||||
Accrued expenses
|
5,095
|
-
|
||||||
Net cash used in operating activities
|
$
|
(134,167
|
)
|
$
|
(162,472
|
)
|
||
Cash flows from financing activities
|
||||||||
Advances from Shareholder
|
$
|
99,421
|
$
|
320,053
|
||||
Net cash provided by financing activities
|
$
|
99,421
|
$
|
320,053
|
||||
Indirect acquisition costs
|
-
|
(6,059
|
)
|
|||||
Effect of exchange rate on cash
|
1,167
|
(3,966
|
)
|
|||||
Net increase (decrease) in cash
|
$
|
(33,579
|
)
|
147,556
|
||||
Cash at beginning of period
|
$
|
105,385
|
$
|
-
|
||||
Cash at end of period
|
$
|
71,806
|
$
|
147,556
|
||||
|
||||||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash paid for taxes
|
$
|
800
|
$
|
800
|
||||
Cash Paid for interest
|
- |
-
|
||||||
Non-cash financing and investing activities
|
||||||||
Acquisition of Magdallan Quant PTE LTD by issuing common stock
|
$
|
-
|
$
|
3,043,020
|
||||
|
·
|
Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
|
|
·
|
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
|
|
·
|
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
Description
|
Fair Value as of
September 30, 2016
|
Fair Value Measurements at September 30, 2016 Using Fair Value Hierarchy
|
||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Contingent consideration for business combination
|
$
|
5,806,897
|
$
|
5,806,897
|
–
|
–
|
||||||||||
Total
|
$
|
5,806,897
|
$
|
5,806,897
|
–
|
–
|
Description
|
Fair Value
As of December 31, 2015 |
Fair Value Measurements at
December 31, 2015 Using Fair Value Hierarchy |
||||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Contingent consideration for business combination
|
5,658,457
|
5,658,457
|
–
|
–
|
||||||||||||
Total
|
$
|
5,658,457
|
$
|
5,658,457
|
–
|
–
|
(i)
|
License and Other Fixed Price Fees as set forth below:
|
·
|
License fees shall be based on profits from the End Users' accounts. The license fee shall be calculated as follows: -
|
o
|
Where the asset under management from all End Users is less than US$ 10 million, fifteen percent (15%) only of the profits from the End Users' accounts;
|
o
|
If the asset under management from all End Users exceed US$10 million, MQL's fees shall be separately agreed on between MQL and Client, and if MQ and the Client are unable to agree on such apportionment, MQL shall still be entitled to fifteen percent (15%) only of the profits from the End Users' accounts;
|
o
|
On every anniversary date of this Agreement, parties will review the performance of the Licensed Software and may by mutual agreement between MQL and the Client vary the license fee.
|
(ii)
|
Time & Material Fees: The charges for performance of any T&M tasks due to Work Orders will be billed monthly for charges incurred in the previous monthly period and are due and payable within thirty (30) days of the date of the invoice. Expenses may include, but are not limited to, reasonable charges for materials, office and travel expenses, graphics, documentation, research materials, computer laboratory and data processing, and out-of-pocket expenses reasonably required for performance. Expenses for travel and travel-related expenses and individual expenses in excess of US$500 require the prior approval of Client.
|
Exhibit Number
|
Description
|
Filing
|
|
|
|
3.1
|
Articles of Incorporation
|
Previously included as an Exhibit to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 8, 2010.
|
3.2
|
Certificate of Amendment
|
Previously included as an Exhibit to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 8, 2010.
|
3.3
|
Certificate of Amendment
|
Previously included as an Exhibit to Form 8-K filed with the Securities and Exchange Commission on December 14, 2011.
|
3.4
|
Certificate of Designation, Series "A" Preferred Stock
|
Previously included as an Exhibit to Form 8-K filed with the Securities and Exchange Commission on December 14, 2011.
|
3.5
|
Certificate of Amendment
|
Previously included as an Exhibit to Form 8-K filed with the Securities and Exchange Commission on February 17, 2015.
|
3.6
|
Bylaws
|
Previously included as an Exhibit to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 8, 2010.
|
10.1
|
Addendum to Magdallen Quant Pte Ltd Share and Purchase Agreement, dated August 19, 2016 between New Asia Holdings, Inc. and Anthony Ng Zi Qin
|
Filed herewith.
|
31.1
|
Certification of CEO pursuant to Sec. 302
|
Filed herewith.
|
|
|
|
31.2
|
Certification of CFO pursuant to Sec. 302
|
Filed herewith.
|
|
|
|
32.1
|
Certification of CEO pursuant to Sec. 906
|
Filed herewith.
|
|
|
|
32.2
|
Certification of CFO pursuant to Sec. 906
|
Filed herewith.
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
Filed herewith.
|
|
|
|
101.INS
|
XBRL Instance Document
|
Filed herewith.
|
|
|
|
101SCH
|
XBRL Taxonomy Extension Schema Document
|
Filed herewith.
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
Filed herewith.
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
Filed herewith.
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Filed herewith.
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
Filed herewith.
|
|
NEW ASIA HOLDINGS, INC.
|
|
|
|
|
Date : November 21, 2016
|
By:
|
/s/ Lin Kok Peng
|
|
|
Lin Kok Peng
|
|
|
Chief Executive Officer, Chief Financial Officer and Chairman of the Board
|
|
|
(Principal Executive Officer and Principal Financial and Accounting Officer)
|
(1)
|
NEW ASIA HOLDINGS INC
, a corporation registered in the United States of America and listed on US OTCQB market, Symbol NAHD, and having its registered office at 60 Paya Lebar Road #12-08 Paya Lebar Square Singapore 409051 (the "
Purchaser
") .
|
(2)
|
ANTHONY NG ZI QIN
(Singapore NRIC No. ) of 102 Gerald Drive, #04-75 Seletar Springs Condominium, Singapore 798593 (the "
Vendor
").
|
1.1
|
By mutual agreement, the Parties hereby extend the stipulated timeline under Clause 3.3 of the Agreement by one (1) year to the
second anniversary date
of the Agreement.
|
1.2
|
As such, all references to the 'first anniversary date of this Agreement' at Clause 3.3 of the Agreement shall be varied and changed to 'second anniversary date of this Agreement'.
|
2.1
|
This Addendum shall be construed as one with the Agreement. Accordingly, the term "Agreement" and other relevant terms as used in the Agreement and all other instruments and agreements executed thereunder or pursuant thereto shall for all purposes refer to the Agreement as amended, varied and supplemented by this Addendum.
|
2.2
|
Except to the extent each is expressly amended by the terms of this Addendum, the Agreement and all other instruments and agreements executed thereunder or pursuant thereto shall remain in full force and effect.
|
Date: November 21, 2016
|
/s/ Lin Kok Peng
|
|
|
By: Lin Kok Peng
|
|
|
Its: Chief Executive Officer
(Principal Executive Officer)
|
|
Date: November 21, 2016
|
/s/ Lin Kok Peng
|
|
|
By: Lin Kok Peng
|
|
|
Its: Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
/s/ Lin Kok Peng
|
|
|
By: Lin Kok Peng
|
|
|
Chief Financial Officer
(Principal Executive Officer)
|
|
|
|
|
|
Dated: November 21, 2016
|
|
|
/s/ Lin Kok Peng
|
|
|
By: Lin Kok Peng
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
Dated: November 21, 2016
|
|