Note 5: Convertible Advances from Shareholder and other Related Party Transactions

12 Months Ended

Dec. 31, 2022

Notes

Note 5: Convertible Advances from Shareholder and other Related Party Transactions

Note 5: Convertible Advances from Shareholder and other Related Party Transactions

During the year ended December 31, 2022, the Company repaid $3,248 to Lin Kok Peng, the Company’s principal shareholder, for payments he made to vendors on the Company’s behalf. During the year ended December 31, 2022, Lin Kok Peng advanced to the Company in an aggregate of $32,500. During the year ended December 31, 2021, the Company repaid $38,697 to Lin Kok Peng, the Company’s principal shareholder, for payments he made to vendors on the Company’s behalf. The total advances due to Lin Kok Peng amounted to $945,704 and $916,452 as of December 31, 2022 and December 31, 2021, respectively. As of December 31, 2022, and 2021, the advances constitute unsecured interest-free loans to the Company.

On August 14, 2020, the Company signed an Agreement with NAHL. Pursuant to the terms of the Agreement, all funds advanced to the Company by NAHL up to August 14, 2020 (the “Prior Advances”) will continue to constitute an interest-free loan to the Company, which was due and payable by the Company to NAHL on or before September 15, 2020 (the “Prior Advance Repayment Date”, which may be extended as set forth below). If the Company does not repay the Prior Advances by the Prior Advance Repayment Date, NAHL, at its sole discretion, will have the option to extend the Prior Advance Repayment Date or convert all or a portion of the Prior Advances into Common Stock at a conversion price of $0.003 per share (the “Prior Advance Conversion Price”), subject to adjustment as set forth in the Agreement. NAHL’s election to extend the Prior Advance Repayment Date or to convert the Prior Advances into Common Stock shall be made on the first business day following the Prior Advance Repayment Date. The Parties acknowledge and agree that the Prior Advances shall not be convertible into Common Stock prior to the Prior Advance Repayment Date.

Following August 14, 2020, NAHL will endeavor, on a best efforts’ basis, to continue to advance operating funds to the Company as may be required and requested by the Company for its operations, for a period of at least through December 31, 2020 (such additional advances, as funded, the “Additional Advances” and, together with the Prior Advances, the “Advances”). Any such Additional Advances shall be due and payable by the Company to NAHL on or before January 31, 2021 (the “Additional Advance Repayment Date”, which may be extended as set forth below). In the event that any Additional Advances are made and are not repaid by the Additional Advance Repayment Date, NAHL, at its sole discretion, will have the option to extend the Additional Advance Repayment Date or convert all or a portion of the Additional Advances into Common Stock at a conversion price of $0.003 per share (the “Additional Advance Conversion Price”), subject to adjustment as set forth in the Agreement. NAHL’s election to extend the Additional Advance Repayment Date or to convert the Additional Advances into Common Stock shall be made on the first business day following the Additional Advance Repayment Date. The Parties acknowledge and agree that any Additional Advances shall not be convertible into Common Stock prior to the Additional Advance Repayment Date.

On January 5, 2021, the shares of the Company’s stock under the name of NAHL were changed to Lin Kok Peng, as an individual, at the request of the owner of NAHD, Lin Kok Peng and NAHL was closed.

As of December 31, 2022, Lin Kok Peng had not exercised its option to convert the Advances into shares of common stock. Accordingly, the total of $945,704 in advances remained as an unsecured interest-free loan to the Company as of December 31, 2022. Although Lin Kok Peng is expected to continue to advance such operating funds to the Company in the future, there can be no assurance that he will continue to do so.

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. The Company has incurred fees due to Mr. Capote for consulting service for acting as the Company’s Secretary and Vice President in the amount of $18,000 and $18,000 for the twelve months ended December 31, 2022 and December 31, 2021, respectively. The balance due to Mr. Capote as of December 31, 2022 and December 31, 2021was $32,250 and $15,000, respectively, and was included in accounts payable and accrued liabilities. On March 3, 2023, Alister Lim resigned as an Independent Director of the Company and Mr. Capote was appointed a Director of the Company.

The Company pays New Asia Momentum Pte Ltd (“NAMPL”), a Singapore private company owned and controlled by Dr. Lin Kok Peng, the Company’s Chief Executive Officer and Chairman of the Board, fees for the rental of office space and for administrative services in its Singapore Headquarters. The Company has incurred fees of $44,847 and $47,342 due to NAMPL during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, and 2021, the Company had $195,586 and $150,739 due to NAMPL recorded in accounts payable and accrued liabilities, respectively.