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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:

·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. 

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
As of
December 31, 2017

 

Fair Value Measurements at
December 31, 2017
Using Fair Value Hierarchy

 

 

 

 

 

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
As of
December 31, 2016

 

Fair Value Measurements at
December 31, 2016
Using Fair Value Hierarchy

 

 

 

 

 

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.Persuasive evidence for an agreement exists;  

ii.Service has been provided;  

iii.The fee is fixed or determinable; and,  

iv.Collection is reasonably assured.  

 

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.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

 

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.