New Asia Holdings, Inc. - FORM 10-Q

Attached files

file	filename
EX-31.02 - EXHIBIT 31.02 - New Asia Holdings, Inc.	ex3102.htm
EX-31.01 - EXHIBIT 31.01 - New Asia Holdings, Inc.	ex3101.htm
EX-32.02 - EXHIBIT 32.02 - New Asia Holdings, Inc.	ex3202.htm
EX-32.01 - EXHIBIT 32.01 - New Asia Holdings, Inc.	ex3201.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended

September 30, 2015

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File No. 333-165961

NEW ASIA HOLDINGS, INC.

(Exact Name of Small Business Issuer as specified in its charter)

Nevada	45-0460095
(State or other jurisdiction	(IRS Employer File Number)

33 Ubi Avenue 3 07-58 Vertex Building Tower A Singapore	408868
(Address of principal executive offices)	(zip code)

+65-6702-3808 (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(Section 232.405 of this chapter) during the preceding 12 months(or such shorter period that the registrant was required to submit and post such files. Yes o No þ

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No þ

As of September 30, 2015, the Company had 68,948,767 shares of common stock issued and outstanding.

FORM 10-Q

NEW ASIA HOLDINGS, INC.

(fka DM Products, Inc.)

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

Item 1. Financial Statements for the period ended September 30, 2015
	Unaudited Condensed Balance Sheets as of September 30, 2015 and December 31, 2014	3
	Unaudited Condensed Statements of Operations for the three months and nine months ended September 30, 2015 and 2014	4
	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)	5
	Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2015 and 2014	6
	Notes to Unaudited Condensed Financial Statements	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 3. Quantitative and Qualitative Disclosures About Market Risk		15
Item 4. Controls and Procedures		15

PART II OTHER INFORMATION

Item 1. Legal Proceedings		16
Item 1A. Risk Factor		16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		16
Item 3. Defaults Upon Senior Securities		16
Item 4. Mine Safety Disclosures		16
Item 5. Other Information		16
Item 6. Exhibits		17

Signatures		18

PART I FINANCIAL INFORMATION

References in this document to "us," "we," "NAHD," or "Company" refer to New Asia Holdings, Inc.

ITEM 1. FINANCIAL STATEMENTS:

NEW ASIA HOLDINGS, INC

CONDENSED BALANCE SHEETS

	September 30, 2015			December 31, 2014
ASSETS	(Unaudited)
Current Assets
Cash	$	147,556		$	-
Total Current Assets		147,556			-

Other Assets
Deposit		790			-
Intangible Assets (Magdallen Quant Pte Ltd)		6,267,819			-
Goodwill		875,038
Total Other Assets		7,143,647			-
TOTAL ASSETS	$	7,291,203		$	-

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable	$	3,303		$	-
Advance From Shareholder		320,053			-
Contingent Liabilities		4,470,937			-
Total Current Liabilities		4,794,293			-
Total Liabilities		4,794,293			-
Stockholders' Equity
Preferred Stock, $0.001 par value, 30,000,000 shares authorized, 0 shares issued and outstanding as of September 30, 2015 and December 31, 2014.		-			-
Common Stock, $0.001 par value, 400,000,000 shares authorized, 68,948,767 and 1,821,807 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively.		68,949			1,822
Stock to be issued		-			350,000
Additional Paid In Capital		5,412,555			1,292,721
Accumulated Deficit		(2,980,628	)		(1,644,543	)
Accumulated other comprehensive (Loss)		(3,966)
Total Stockholders' Equity		2,496,910			-
TOTAL LIABILITIES & STOCKHOLDERS' (DEFICIT)	$	7,291,203		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements

NEW ASIA HOLDINGS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended			For the three months ended		For the Nine months ended			For the Nine months ended
	September 30, 2015			September 30, 2014		September 30, 2015			September 30, 2014
Revenues	$	-		$	-	$	-		$	-
Sales
Total revenues		-			-		-			-
Operating expenses
General & Administrative expenses	$	65,874		$	7,713	$	964,985		$	9,884

Total operating expense	$	65,874		$	7,713	$	964,985		$	9,884
Income (Loss) from operations and before other income	$	(65,874)		$	(7,713)	$	(964,985)		$	(9,884	)
Other Income									$	2
Other Loss:
Change in Fair Value - Contingency Liability	$	371,100				$	371,100
Loss before income taxes	$	(436,974)			(7,713)		(1,336,085)			(9,882	)

Provision for income taxes		-			-		-			-
Net Loss	$	(436,974)			(7,713)		(1,336,085)			(9,882	)
Net Loss per common share-basic and fully diluted	$	(0.01	)	$	(0.00)	$	(0.02	)	$	(0.01	)

Weighted average common shares outstanding-basic and diluted		57,130,111			1,780,221		64,218,266			1,780,221

The accompanying notes are an integral part of these unaudited condensed financial statements

NEW ASIA HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	For the three months ended			For the three months ended		For the Nine months ended			For the Nine months ended
	September 30, 2015			September 30, 2014		September 30, 2015			September 30, 2014
Net Loss	$	(436,974)			(7,713)		(1,336,085)			(9,882	)
Other Comprehensive (Loss)/Income:
Foreign Currency Transaction Adjustment	$	(3,966	)	$	-	$	(3,966	)	$	-

Total Other Comprehensive loss	$	(440,940)		$	(7,713)	$	(1,340,051)		$	(9,882)

The accompanying notes are an integral part of these unaudited condensed financial statements

NEW ASIA HOLDINGS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the 9 months ended			For the 9 months ended
	September 30, 2015			September 30, 2014
Cash flows from operating activities
Net Loss	$	(1,336,085	)	$	(9,882	)
Adjustment to reconcile net loss to net cash provided (used) by operating activities:
Change in Fair Value of Contingent Liability		371,100			-
Depreciation		-			128
Share-based compensation		800 ,000			26,400
Changes in operating assets and liabilities:
Security Deposit		(790	)		-
Accounts payable		3,303			(6,686	)
Accrued expenses		-			(16,000	)
Advance from Shareholder		320,053			-
Net cash provided (used) by operating activities		157,581			(6,040	)

Indirect acquisition costs		(6,059)			-
Effect of Exchange Rate on Cash		(3,966)
Net increase (decrease) in cash		147,556			(6,040	)

Cash at beginning of period		-			10,589
Cash at end of period	$	147,556		$	4,549

Supplemental disclosure of cash flow information:
Taxes paid	$	800			600
Interest paid	$	-		$	-
Non Cash Activities
Acquisition of an Magdallan Quant PTE LTD by issuing common stock	$	3,043,020		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements

NEW ASIA HOLDINGS, INC.

NOTES TO THE UNAUDITED, CONDENSED, FINANCIAL STATEMENTS

Note 1: Organization and Summary of Significant Accounting Policies

ORGANIZATION AND BASIS OF PRESENTATION

DM Products, Inc. (the “Company”) was incorporated on March 1, 2001 as Effective Sport Nutrition Corporation. Subsequently, on April 11, 2005, the Company changed its name to Midwest E.S.W.T Corp and on December 14, 2005, it changed its name again to DM Products, Inc.

On December 24, 2014, the board of directors authorized the Company to enter into a Stock Purchase Agreement (the “Agreement”) with four accredited investors, pursuant to which the Company issued an aggregate of 58,904,964 shares of common stock, or approximately 97% of the issued and outstanding common stock of the Company, at an aggregate purchase price of $350,000. The stock was issued as follows: 54,957,724 shares of common stock to New Asia Holdings Limited for $326,546, 1,821,803 shares of common stock to Wong Kai Fatt for $10,825, 1,518,169 shares of common stock to Earth Heat Ltd. for $9,021, and 607,268 shares of common stock to Kline Law Group PC for $3,608.

Effective as of December 24, 2014, Kurt L. Cockrum and James Clark resigned from all offices of the Company while Lin Kok Peng was appointed as a member of the Board of Directors of the Company and as the President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company and Allister Lim Wee Sing was appointed as a member of the Board of Directors of the Company.

On January 21, 2015, Lin Kok Peng resigned from the position of Secretary of the Company while Scott C. Kline was appointed as the Secretary, replacing Lin Kok Peng, and as General Counsel of the Company.

On January 23, 2015, the Company filed Articles of Amendment with the Secretary of State of the State of Nevada effecting a name change of the Company from DM Products, Inc. to New Asia Holdings, Inc.

On August 19, 2015, the Board of Directors of the Company approved a resolution acknowledging that New Asia Holdings Ltd, the principal controlling shareholder of the Company, (i) had been advancing funds in the amount of $220,000 to the Company since December 24, 2014 to pay for operating expenses of the Company and (ii) would be required to advance an additional $80,000 to the Company to fund further operating expenses of the Company. The Board further resolved that these advances would constitute an interest-free loan to the Company to be repaid by the close of business on October 31, 2015. However, 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.

On August 28, 2015, the Company completed the acquisition of Magdallen Quant Pte Ltd., a Singapore-based company, which is focused on the research, development and deployment of advanced, proprietary, state-of-the-art, trainable trading algorithms. The acquisition was accomplished through a share exchange with Mr. Anthony Ng Zi Qin of 7,422,000 new restricted shares of common stock of the Company with a fair value of $3,043,020 in exchange for the entire issued and outstanding capital of Magdallen Quant Pte Ltd., held by Mr. Anthony Ng Zi Qin, consisting of 8,000,100 shares issued at par value of SGD$1.00 per share, or USD$0.714 on the acquisition date and additional contingent consideration of $4,099,837.

On September 7, 2015, Mr. Scott C. Kline (“Mr. Kline”) resigned as Secretary and General Counsel of the Company. The resignation was not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On that date, Mr. Jose A. Capote (“Mr. Capote”) was appointed to serve as the Company’s Secretary and remains as well as his current position as the Company's Chief Technical Officer. 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.

Note 1: Organization and Summary of Significant Accounting Policies (continued)

Basis of Presentation

The unaudited financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The accompanying unaudited condensed financial have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. The results of operations for the nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2015. The financial statements should be read in conjunction with the audited financial statements for the period ended December 31, 2014 of New Asia Holdings, Inc. in our Form 10-K filed on April 15, 2015 with the SEC

Foreign Currency

The functional currencies of our foreign subsidiaries are their respective local currencies. 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. Gains and losses resulting from foreign currency transactions are included within “Selling, general and administrative expenses”

Cash

All highly liquid investments with maturities of three months or less are considered to be cash equivalents. At September 30, 2015 and December 31, 2014, 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.

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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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 September 30, 2015, 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 September 30, 2015 and 2014.

Note 1: Organization and Summary of Significant Accounting Policies (continued)

Stock-Based Compensation

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values.

The Company follows ASC Topic 505-50 “ Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to operating expense and additional paid-in capital over the period during which services are rendered. On April 23, 2015, an additional 800,000 shares of restricted stock at fair value were issued to non-employees ShuQin Wang, Jidong Yang, TongXinHao and HaiTao Wang, each receiving 200,000 shares for their advisory services, at a fair value of $800,000.

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. There were no impairment losses recorded on intangible assets for the nine months ended September 30, 2015 and 2014.

Goodwill

Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. Under accounting requirements, goodwill is not amortized but is subject to annual impairment tests.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flows.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has sustained substantial losses of $2,980,628 since inception, has a working capital deficit of $4,646,737, and is in need of additional capital to grow its operations so that it can become profitable.

In view of these matters, the ability of the Company to continue as a going concern is dependent upon growth of revenues and the ability of the Company to raise additional capital. Management believes that its successful ability to raise capital and increases in revenues will provide the opportunity for the Company to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2: Intangible Assets

The Company’s intangible assets consist primarily of Proprietary Trainable Trading Algorithms and have not been placed in service as of September 30, 2015. Once placed in service, amortizable assets are amortized over their estimated useful lives using straight-line method..

Note 3: Stock Subscription Deposit Common Stock

On December 24, 2014, the Company entered in to a stock purchase agreement for $350,000 of which the Company received a deposit of $337,000 (of which $13,000 were used to pay legal fees) for 58,904,964 shares of common stock of the Company. The stock was issued on January 23, 2015.

Note 4: Common Stock

The Company has 430,000,000 shares of capital stock, consisting of 400,000,000 shares of $0.001 par value common stock, and 30,000,000 shares of $0.001 par value preferred stock. The Company had 1,821,807 shares of common stock issued and outstanding as of December 31, 2014 and 68,948,767 shares issued and outstanding as of September 30, 2015.

On February 12, 2014, 60,000 shares of restricted common stock were issued to James Clarke for services performed as Secretary, Treasurer, and member of the Board of Directors of the Company for the calendar year 2013. These services were valued at $6,000, which is the fair market value of the shares at the time of issuance. On February 12, 2014, 100,000 shares of restricted common stock were issued to Kurtis Cockrum for services performed as President and Chairman of the Board of Directors of the Company for the calendar years 2013. These services were valued at $10,000, which is the fair market value of the shares at the time of issuance.

On February 12, 2014, 104,000 shares of restricted common stock were issued to Don Baker for consulting services performed for the Company. The invoice amount for these services was $10,400.

On January 23, 2015, pursuant to that certain Stock Purchase Agreement, dated December 24, 2014, with four accredited investors, the Company issued the following shares of common stock: 54,957,724 shares of common stock to New Asia Holdings Limited for $326,546, 1,821,803 shares of common stock to Wong Kai Fatt for $10,825, 1,518,169 shares of common stock to Earth Heat Ltd. for $9,021, and 607,268 shares of common stock to Kline Law Group PC for $3,608.

On April 23, 2015, 800,000 shares of restricted common stock at a fair value of $800,000 were issued to four individuals, each receiving 200,000 shares for their advisory services.

On August 19, 2015, the Board of Directors of the Company approved a resolution acknowledging that New Asia Holdings Ltd, the principal controlling shareholder of the Company, (i) had been advancing funds in the amount of $220,000 to the Company since December 24, 2014 to pay for operating expenses of the Company ("Prior Advances") and (ii) would be required to advance an additional $80,000 to the Company to fund further operating expenses of the Company (“Future Advances”, and together with Prior Advances, the “Advances”). The Board further resolved that these Advances would constitute an interest-free loan to the Company to be repaid by the close of business on October 31, 2015. However, 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.

On August 28, 2015, the Company completed the acquisition of Magdallen Quant Pte Ltd. The acquisition was accomplished through a share exchange with Mr. Anthony Ng Zi Qin of 7,422,000 new restricted shares of common stock of the Company with a fair value of $3,043,020 in exchange for the entire issued and outstanding capital of Magdallen Quant Pte Ltd., held by Mr. Anthony Ng Zi Qin, consisting of 8,000,100 shares of stock issued at par value of SGD$1.00 per share, or USD$0.714 on the acquisition date.

Note 5: Related Party Transactions

The Company entered into a consulting contract with Scott Kline, Esq., a stockholder of the Company, for his services as general counsel to the Company. Legal expenses for the related party were $48,000 and $0 for the periods ended September 30, 2015 and September 30, 2014, respectively.

There were advances totaling $320,053 from shareholders for the period ending September 30, 2015.

On September 7, 2015, Mr. Scott C. Kline (“Mr. Kline”) resigned as Secretary and General Counsel of the Company. The resignation was not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On that date, 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 $7,500 and $0 for the periods ended September 30, 2015 and September 30, 2014, respectively.

Note 6: Commitments and Contingencies

The Company entered into an Office Service Agreement on June 11, 2015, with PBC 8105 Irvine Center, LLC (doing business as Carr Workplaces (“CW”)). Under the terms of the agreement, CW granted the Company a license to use the facilities and services of the Center at 100 Spectrum Center Drive, Suite 900 Irvine, CA 92618. The basic terms of this agreement is for 12 months commencing July 1, 2015 ending June 30, 2016 with monthly fixed fees of $1,758.

The Company entered into a tenancy agreement on December 20, 2014, with Treasure Gift Pte Ltd. Under the terms of the agreement, Treasure Gift Pte Ltd granted the Company use of the premises and amenities situated at 33, Ubi Avenue 3, #07-58, Vertex, Singapore 408865. The basic terms of the agreement are that the agreement is for 12 months commencing on January 1, 2015 ending December 31, 2015 with the monthly fixed fee of $1,681.

Pursuant to the Sale & Purchase agreement, if the average trading price of the Company’s shares based on the 7 days closing price over the period immediately before the first anniversary date 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 10,000,000.00. The difference between the fair value of the assets acquired and the value of the shares swapped ($4,099,837) as well as the change in the common stock share price ($371,100) for the period ended September 30, 2015 created a contingency in amount of $4,470,937 in U.S. Dollars.

Note 7 - – PURCHASE – NEW ASIA HOLDINGS, INC and MAGDALLEN QUANTE PTE LTD

In August 2015, we completed our, non-related party, acquisition of Magdallen Quant Pte Ltd (“MQL”), a Company formed in May, 2015, (established solely to hold the ownership to the trainable trading algorithm assets that we acquired, therefore there is no comparison applicable with 2014). The acquisition was made on the basis of a share swap of 7,422,000 new restricted shares of NAHD Common Stock in exchange for the entire issued and paid-up capital of Magdallen Quant Pte Ltd, which is 8,000,100 shares issued at par value of SGD $1.00 per share, or USD $0.714 on August 28, 2015, the acquisition date. The market value of the of NAHD common stock was .41 per share at the date of sale. The exchange value in U.S. Dollars for the shares swap were $3,043,020. The fair value of MQL at the acquisition date in U.S. Dollars was $6,267,819. In addition, there is a contingent clause (see Note 6) that increases the value of the assets acquired. This increase was allocated to Goodwill in the amount of $875,038 in US Dollars. The total fair value of the exchange was $7,142,857 in U.S.Dollars.

The purchase price was allocated to specific identifiable tangible and intangible assets at their fair value at the date of the purchase in accordance with Accounting Standards Codification 805, “Business Combinations”, as follows:

Allocation	$
Goodwill	$	875,038
Intangible Assets		6,267,819
Total		7,142,857
Less fair value of the contingent liability		(4,099,837	)
Purchase price	$	3,043,020

The Company consolidated the results from operations from August 28, 2015. The following are unaudited pro-forma results of operations as if the acquisition had occurred on January 1, 2015 for the period ending September 30, 2015.

	Nine Months Ended September 30, 2015,
			NAHD/ MQL		Combined
	As Reported		As Reported		Pro-Forma

Net revenue	$	-	$	-	$	-

General and administrative	$	928,094		-	$	928,094

Loss from operations	$	(928,094)		-		(928,094)

Income or (loss) before income taxes	$	(928,094)		-	$	(928,094)

Provision for income taxes		-		-		-

Net income (loss)	$	(928,094)		-	$	(928,094)

Net Income (loss) per common shares-basic and fully diluted	$	(0.02)		-	$	(0.02)
				-
Weighted average common shares outstanding-basic and diluted		56,232,964		897,165		57,130,111

Note 8 – Subsequent Events

As of November 20, 2015, the principal controlling shareholder, New Asia Holdings Ltd, has not yet acted to convert any of the Advances (as described above in Note 4) to common stock, the Advances remain as an interest free loan to the Company at present time.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

The following discussion of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and notes thereto included in, Item 1 in this Quarterly Report on Form 10-Q. This item contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking. Such forward-looking statements are based on current expectations, estimates, and projections about our industry, management beliefs, and certain assumptions made by our management. Words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates", variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. However, readers should carefully review the risk factors set forth in other reports and documents that we file from time to time with the Securities and Exchange Commission, particularly the Report on Form 10-K, Form 10-Q and any Current Reports on Form 8-K.

Executive Overview

After the change in control, our business model is focused to provide the financial community with highly advanced, proprietary, neural trading models. Our state-of-the-art, trainable, algorithms emulate aspects of the human brain, providing our algorithms with a self-training ability to formalize unclassified information and thus develop an enhanced ability to make forecasts based on the historical information and other data available at their disposal. Our Neural networks do not make forecasts. Instead, they analyze price data and uncover opportunities. Using our proprietary neural network, trade decisions are made based on thoroughly analyzed data (which is not generally possible when using traditional technical analysis methods). NAHD offers a series of "Next-Generation" tools that can detect subtle non-linear interdependencies and patterns that other methods of technical analysis are unable to uncover. NAHD offers 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 a service-based contractual arrangements. In addition, NAHD utilizes its in-house proprietary neural trading models to trade its own funds, thus providing added value to its shareholders. The NAHD team's proprietary trading models are developed by professional engineers in communications, electronic circuitry design and financial engineering. This diverse team is the key factor of our successful development of non-traditional and innovative trading models. Our systems, which bring a proven, rigorously tested, track-record, are designed to take intelligent positions as the market moves/changes. Our proprietary algorithmic trading systems generate superior, risk adjustable, returns for our clients.

On August 28, 2015, the Company completed the acquisition of Magdallen Quant Pte Ltd. The acquisition was accomplished through a share exchange with Mr. Anthony Ng Zi Qin of 7,422,000 new restricted shares (“Consideration Shares”) of common stock of the Company, at a market value of $0.41 per share, with an aggregate fair value of $3,043,020 in exchange for the entire issued and outstanding capital of Magdallen Quant Pte Ltd., held by Mr. Anthony Ng Zi Qin, consisting of 8,000,100 shares of stock issued at par value of SGD$1.00 per share, or USD$0.714 on the acquisition date.

Results of Operations

We had no revenue for the three months ended September 30, 2015, or for the same period ended September 30, 2014.

Operating expenses were $65,874 for the three month period ended September 30, 2015, and consisted primarily of general and administrative expenses and professional fees. This compares with operating expenses for the three month period ended September 30, 2014 of 7,713, which also primarily consisted of general and administrative expenses and professional fees, but also included consulting fees. The material increase in such expense in the first quarter of 2015 were related to increased operating expenses associated with the implementation of our business plan, which included the acquisition of Magdallen Quant Pte Ltd as well as legal and accounting fees in connection with our change in control.

As a result of the foregoing, we had a net loss of $436,974 for the three month period ended September 30, 2015, which includes a contingent liability associated with the change in fair value of the acquired asset of $371,100 for the period ended September 30, 2015. This compares with a net loss for the three month period ended September 30, 2014 of $7,713. After the change in control, the Company is focused on a new business model, as described above. We expect that we will need to raise additional funds to support the expansion of our new business model, including, working capital to support the implementation of new projects, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.

Operating expenses were $964,985 for the nine month period ended September 30, 2015, and consisted primarily of general and administrative expenses, stock compensation expense, and professional fees. This compares with operating expenses for the nine months period ended September 30, 2014 of $9,884, which also primarily consisted of general and administrative expenses and professional fees, but also included consulting fees. The material increase in such expense in the first, second and third quarters of 2015 were related to the implementation of our new business model, strategic acquisition of proprietary assets and increased legal and accounting fees in connection with our acquisition of assets and the change in control.

As a result of the foregoing, we had a net loss of $1,336,085 for the nine months period ended September 30, 2015 which includes a contingent liability associated with the change in fair value of the acquired asset of $371,100 for the period ended September 30, 2015. This compares with a net loss for the nine months period ended September 30, 2014 of $9,882.

After the change in control and the acquisition of our proprietary trainable trading algorithm assets, the Company is focused on a new business model, as described above. We expect that we will need to raise additional funds to support the expansion of our new business model, including, working capital to support the implementation and expansion of our SaaS business model as well as establishing the trading for our own account or for the acquisition of complementary businesses or technologies, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.

We expect that through the acquisition of our proprietary trainable trading algorithms, we will commence to generate revenues in early 2016, however, notwithstanding these developments we expect to incur operating losses through the balance of this year because we will be incurring expenses and not generating sufficient revenues. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. We expect to cover such shortfall in operating margins through advances from our principal shareholder and other fund-raising measures that the Company deems appropriate.

Liquidity and Capital Resources.

As of September 30, 2015 we had cash of $147,556, compared to no cash at December 31, 2014. We had net cash provided by operating activities for $157,581 for the nine months period ended September 30, 2015 and ($6,040) of net cash used for operating activities for the nine months period ended September 30, 2014. We had ($6,059) cash flows from investing activities and no cash flow from financing activities during the nine month periods ended September 30, 2015 resulting from advances from our principal shareholder and no cash flows from financing or investing activities during the nine month period ending September 30, 2014.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Future Financings

We will continue to rely on advances from our principal shareholder as well as from other sources of financing, including private placements of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act").

Based on this evaluation, our principal executive and principal financial and accounting officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of September 30, 2015.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company is not required by current SEC rules to include, and does not include, an auditor’s attestation report. The Company’s registered public accounting firm has not attested to Management’s reports on the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS .

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibit Number	Description	Filing

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.

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on November 20, 2015.

NEW ASIA HOLDINGS, INC.

	By:	/s/ Lin Kok Peng
		Lin Kok Peng
		Chief Executive Officer, Chief Financial Officer, Treasurer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated.

Date: November 20, 2015	By:	/s/ Lin Kok Peng
		Lin Kok Peng
		Director

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