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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)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: - 

 

oWhere 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; 

 

oIf 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; 

 

oOn 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. 

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.