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Note 4: Convertible Advances from Shareholder and other Related Party Transactions
9 Months Ended
Sep. 30, 2019
Notes  
Note 4: Convertible Advances from Shareholder and other Related Party Transactions

Note 4: Convertible Advances from Shareholder and Other Related Party Transactions

 

During the nine-month period ended September 30, 2019, NAHL, our principal shareholder, advanced an aggregate of $104,913 to the Company. Dr. Lin Kok Peng, our Chief Executive Officer, Chief Financial Officer and Chairman, has voting and dispositive control over the shares of Company common stock held by NAHL. The total advances due to NAHL are $816,452 and $711,539 as of September 30, 2019 and December 31, 2018, respectively. As of September 30, 2019 $465,594 of the advances constitute unsecured interest-free loans to the Company. The advances were supposed to have been repaid by the close of business on October 31, 2016. In 2016, however, the Company and NAHL agreed that if the Company was unable to repay these advances by such date, NAHL, at its sole discretion, would have the option to extend the repayment deadline or convert all or a portion of the advances into common stock of the Company at a conversion price of $0.02 per share. As of September 30, 2019, NAHL had not exercised its option to convert the advances into shares of common stock. Accordingly, the total of $816,452 in advances remained as an unsecured interest-free loan to the Company as of September 30, 2019. The $104,913 borrowed during the nine-month period ended September 30, 2019, is non-interest bearing, unsecured, and due on demand.

 

The Company has incurred fees due to Jose Capote for consulting fees for acting as the Company’s Secretary and Vice President in the amount of $13,500 and $13,500 during the nine-months ended September 30, 2019 and September 30, 2018, respectively. The balance due to Jose Capote as of September 30, 2019 was $13,500.

 

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, Chief Financial Officer and Chairman of the Board, fees for the rental of office space and for administrative services in its Singapore headquarters. Dr. Lin Kok Peng also has voting and dispositive control over the shares of Company common stock held by NAHL, the Company’s principal stockholder. The Company has incurred fees of $46,603 and $35,513 due to NAMPL during the nine-months ended September 30, 2019 and September 30, 2018, respectively. As of September 30, 2019, the Company has $45,497 due to NAMPL recorded in Accounts Payable.

 

In November 2015, Magdallen Quant Pte Ltd. (“MQL”), the Company's wholly owned subsidiary, entered into a Software License Agreement with Momentum, a company owned and controlled by Dr. Lin Kok Peng, the Company’s chief Executive Officer, Chief Financial Officer and Chairman of the Board. Dr. Lin Kok Peng also has voting and dispositive control over the shares of Company common stock held by NAHL, the Company’s principal stockholder. In consideration of MQL's performance, Momentum agreed to pay MQL in accordance with the following provisions:

 

(i) License fees 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 AUM from all End Users is less than $10 million, fifteen percent (15%) only of the profits from the End Users' accounts;  

oIf the AUM from all End Users exceed $10 million, MQL's fees shall be separately agreed on between MQL and Momentum, and if MQL and Momentum 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 the MQL Agreement, parties will review the performance of the Licensed Software and may by mutual agreement between MQL and Momentum vary the license fee.   

 

(ii) Time and materials fees: The charges for performance of any time and materials 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 $500 require Momentum’s prior approval.

 

Momentum paid MQL a total of $0 and $76 in related party service revenue during the nine-months ended September 30, 2019 and September 30, 2018, respectively.