New Asia Holdings, Inc. - Quarter Report: 2017 September (Form 10-Q)

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, 2017

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

SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000-55410

NEW ASIA HOLDINGS, INC.

(Exact Name of Registrant as specified in its charter)

Nevada	450460095
(State or other jurisdiction of incorporation or organization	(IRS Employer Identification Number)

60 Paya Lebar Road 12-08 PayaLebar Square Singapore

409051

(Address of principal executive offices)

(Zip code)

+65-6820-8885

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ☑ No ☐

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 ☐ No ☑

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

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☐

(Do not check if a smaller reporting company)

Smaller Reporting Company ☑

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of November 20, 2017, the Company had 68,948,767 shares of common stock issued and outstanding.

FORM 10-Q

NEW ASIA HOLDINGS, INC.

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PART I FINANCIAL INFORMATION

Item 1. Financial Statements
	Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016 (Unaudited)	3
	Unaudited Consolidated Statements of Operations and Other Comprehensive Income for the Three and Nine Months Ended September 30, 2017 and 2016	4
	Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016	5
	Notes to Unaudited Consolidated Financial Statements	6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		10
Item 3. Quantitative and Qualitative Disclosures About Market Risk		13
Item 4. Controls and Procedures		13

PART II OTHER INFORMATION

Item 1. Legal Proceedings		14
Item 1A. Risk Factors		14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		14
Item 3. Defaults Upon Senior Securities		14
Item 4. Mine Safety Disclosures		14
Item 5. Other Information		14
Item 6. Exhibits		14

Signatures		15

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PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS:

NEW ASIA HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2017	December 31, 2016
ASSETS
Current Assets
Cash	29,650	72,308
Accounts Receivable - Related Party	-	1,333
Prepaid Expense	6,929	12,084
Total Current Assets	36,579	85,725
Other Assets
Deposit	1,115	1,115
Total Other Assets	1,115	1,115
TOTAL ASSETS	37,694	86,840

LIABILITIES
Current Liabilities
Accounts Payable	-	1,205
Accrued Expenses	3,977	1,464
Advances from Shareholder	562,550	465,954
Contingent Liability	6,029,557	6,994,417
Total Current Liabilities	6,596,084	7,463,040
Total Liabilities	6,596,084	7,463,040
Stockholders' Deficit
Preferred Stock, $0.001 par value, 30,000,000 shares authorized, 0 shares issued and outstanding	-	-
Common Stock, $0.001 par value, 400,000,000 shares authorized, 68,948,767 shares issued and outstanding at September 30, 2017 and December 31, 2016	68,949	68,949
Additional Paid in Capital	5,412,555	5,412,555
Accumulated Deficit	(12,040,417)	(12,857,941)
Accumulated Other Comprehensive Income	523	237
Total Stockholders' Deficit	(6,558,390)	(7,376,200)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	37,694	86,840

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

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NEW ASIA HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME

(Unaudited)

	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
	2017	2016	2017	2016
Revenues
Sales Income from Related Party	-	5,638	1,848	27,237
Total Revenues	-	5,638	1,848	27,237
Operating Expenses
Professional Fees	8,400	8,340	56,934	62,318
Outside Service	10,921	7,087	28,032	20,380
General & Administrative Expenses	18,474	29,882	59,568	89,615

Total Operating Expenses	$ 37,795	$ 45,309	$ 144,534	$ 172,313

Loss from Operations	($37,795)	($39,671)	(142,686)	($145,076)
Other (Loss) Income
Bad Debt - Related Party	(4,650)	-	(4,650)	-
Change in Fair Value - Contingency Liability	(1,766,436)	(148,440)	964,860	(148,440)

(Loss) Income before Income Taxes	($1,808,881)	($188,111)	817,524	(293,516)

Provision for Income Taxes	-	-	-	-

Net (Loss) Income	($1,808,881)	($188,111)	$ 817,524	($293,516)

Foreign Currency Translation Income (Loss)	323	(146)	286	1,167
Total Comprehensive (Loss) Income	($1,808,558)	($188,257)	817,810	(292,349)
Net (Loss) Income per Common Share-Basic and Diluted	($0.03)	($0.00)	$ 0.01	($0.00)

Weighted Average Common Shares Outstanding-Basic and Diluted	68,948,767	68,948,767	68,948,767	68,948,767

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

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NEW ASIA HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended September 30,
	2017	2016
Cash Flows from Operating Activities
Net Income (Loss)	$ 817,524	$ (293,516)
Adjustment to Reconcile Net Income (Loss) to Net Cash Used by Operating Activities:
Bad Debt – Related Party	4,650	-
Change in Fair Value of Contingent Liability	(964,860)	148,440
Changes in Operating Assets and Liabilities:
Accounts Receivable - Related Party	1,333	-
Receivable – Other	-	(5,140)
Prepaid Expenses	5,155	14,463
Deposit	-	(558)
Accounts Payable	(5,855)	(2,951)
Accrued Expenses	2,513	5,095
Net Cash Used in Operating Activities	(139,540)	(134,167)
Cash Flows from Financing Activities
Advances from Shareholder	96,596	99,421
Net Cash Provided by Financing Activities	96,596	99,421
Effect of Exchange Rate on Cash	286	1,167
Net Decrease in Cash	(42,658)	(33,579)

Cash at Beginning of Period	72,308	105,385
Cash at End of Period	$ 29,650	$ 71,806

Supplemental Disclosure of Cash Flow Information:
Cash Paid for Taxes	$ 800	$ 800
Cash Paid for Interest	$ -	$ -

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

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NEW ASIA HOLDINGS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2017

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) (“we”, “our”, 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 then 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.) (“NAHL”) 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, we expect to utilize our in-house proprietary neural trading models to trade our own funds in the future in order to provide 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 basis, 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 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.

On August 19, 2016, the Company and Anthony Ng Zi Qin entered into an Addendum (the “First MQL Addendum”) to the Share and Purchase Agreement (the “MQL Agreement”) to extend the August 25, 2016 anniversary date for the adjustment of issued shares for an additional period of 12 months. On November 10, 2017, the Company and Anthony Ng Zi Qin signed an Addendum (the “Second MQL Addendum”) to the MQL Agreement, as amended, pursuant to which the Company agreed to issue an aggregate of 3,339,900 shares of common stock, in satisfaction of the shortfall in the value of the shares issued. See Notes 4 and 5.

Basis of Presentation

The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim consolidated financial information and with the instructions to Securities and Exchange Commission ("SEC") Form 10-Q and Article 8 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments of a normal recurring nature and considered necessary for a fair presentation of its financial condition and results of operations for the interim periods presented in this Quarterly Report on Form 10-Q have been included. Operating results for the interim periods are not necessarily indicative of financial results for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. In preparing these financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

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.

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The Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“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.

The Company currently has a purchase price contingency that is discussed in Note 4.

At September 30, 2017, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value:

Description	Fair Value as of September 30, 2017			Fair Value Measurements at September 30, 2017 Using Fair Value Hierarchy
				Level 1		Level 2		Level 3
Contingent consideration for business combination		$	6,029,557		6,029,557		-		-
Total		$	6,029,557		6,029,557		-		-

The $6,029,557 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 September 30, 2017, which was $1,113,300. 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.

At December 31, 2016, the Company identified the following liabilities that are required to be presented on the 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 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.

Note 2: Going Concern

The accompanying unaudited interim consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has substantial losses, has a working capital deficit of $529,948 (not including the contingent liability of

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$6,029,557), and is in need of additional capital to grow its operations so that it can become profitable. These matters, among others, raise substantial doubt about our ability to continue as a going concern.

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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 the deployment of its proprietary trainable trading algorithms in 2016, improvements and modifications to the algorithms, and the change in focus in 2016 to the regulated fund and bank and model, which has resulted in several successfully completed transactions by New Asia Momentum Limited (“NAML”), the Company’s licensee, to increase the assets under management (“AUM”) will result in increased revenues. NAML is a company owned and controlled by Dr. Lin Kok Peng, the Company’s Chairman and CEO. The unaudited interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 3: Related Party Transactions

There were advances in the aggregate amount of $96,596 from New Asia Holdings Limited (“NAHL”), a significant shareholder, during the nine-month period ended September 30, 2017. The total advances due to NAHL are $562,550 and $465,954 as of September 30, 2017 and December 31, 2016, respectively. Of these amounts, $316,533 of the advances constitute unsecured interest-free loans to the Company that were due to be repaid by October 31, 2015. In accordance with the terms of the advances, if the Company was unable to repay these advances by such date, NAHL, in its sole discretion, had 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, 2017, NAHL had not yet exercised its option to convert the advances to shares of common stock, and therefore, the advances remained as an interest-free loan to the Company as of September 30, 2017.

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 September 30, 2017.

On September 7, 2015, Mr. Jose A. 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 beneficial 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 $13,500 and $13,500 for the nine-months ended September 30, 2017 and September 30, 2016, respectively.

The Company pays New Asia Momentum Pte Ltd (“NAMPL”), 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 NAMPL $34,523 and $11,734 for the nine-month periods ended September 30, 2017 and 2016, respectively.

In November 2015, MQL, the Company's wholly-owned subsidiary, entered into a Software License Agreement with NAML, a company owned and controlled by NAHD's Chairman and CEO, Dr. Lin Kok Peng. Pursuant to the terms of the Software License Agreement, NAML agreed 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 AUM from all end users is less than $10 million, 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 NAML, and if MQL and NAML are unable to agree on such apportionment, MQL shall still be entitled to 15% only of the profits from the end users' accounts;

oOn every anniversary date of the Software License Agreement, the parties will review the performance of the licensed software and may, by mutual agreement between MQL and NAML, vary the license fee.

(ii)Time & Material (“T&M”) 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 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 NAML’s prior approval.

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NAML paid MQL a total of $3,181 and $27,237 in related party revenue for the nine-month periods ended September 30, 2017 and 2016, respectively. MQL has an accounts receivable balance with NAML of $0 as of September 30, 2017 and $1,333 as of December 31, 2016.

Pursuant to the MQL Agreement, and the First MQL Addendum, relating to the Company's acquisition of issued and outstanding shares of MQL in exchange for 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 the MQL Agreement and the seventh day falling on the first anniversary date of the MQL Agreement is below $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 securities acquired and the value of the shares issued ($4,099,837), as well as the positive change in the common stock share price ($964,860) for the period ended September 30, 2017 created a contingent liability in the amount of $6,029,557 and $6,994,417 as of September 30, 2017 and December 31, 2016, respectively. The positive change in common share price occurred because the stock price increased as of September 30, 2017 compared to 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. Such shares will be issued no later than the end of the fourth quarter of 2017. As of September 30, 2017, and the date of this filing, no shares have been issued. As the Second MQL Addendum was entered into subsequent to September 30, 2017 and no shares have been issued, the Second MQL Addendum is considered prospective and contingent liability is reflected on the balance sheet per the original terms of the MQL Agreement, as amended.

Note 4: Commitments and Contingencies

The Company entered into an Office Service Agreement on September 12, 2017, with Premier Business Centers “PBC”). Under the terms of the agreement, PBC granted the Company a license to use the facilities and services of PBC at 15615 Alton Parkway Suite 450, Irvine, CA 92618. The basic term of this agreement is month to month commencing August 1, 2017 with monthly fixed fees of $950.

In addition, the Company pays NAMPL, 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 NAMPL $34,523 and $11,734 for the nine-month periods ended September 30, 2017 and 2016, respectively.

Pursuant to the MQL Agreement, and the First MQL Addendum, 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 the MQL Agreement and the seventh day falling on the first anniversary date of the MQL Agreement is below $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 securities acquired and the value of the shares issued ($4,099,837), as well as the positive change in the common stock share price ($964,860) for the period ended September 30, 2017 created a contingent liability in amount of $6,029,557 and $6,994,417 as of September 30, 2017 and December 31, 2016, respectively. The positive change in common share price occurred because the stock price increased as of September 30, 2017 compared to 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. Such shares will be issued no later than the end of the fourth quarter of 2017. As of September 30, 2017, and the date of this filing, no shares have been issued. As the Second MQL Addendum was entered into subsequent to September 30, 2017 and no shares have been issued, the Second MQL Addendum is considered prospective and contingent liability is reflected on the balance sheet per the original terms of the MQL Agreement, as amended.

Note 5: Subsequent Event

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. Such shares will be issued no later than the end of the fourth quarter of 2017. As of September 30, 2017, and the date of this filing, no shares have been issued. As the Second MQL Addendum was entered into subsequent to September 30, 2017 and no shares have been issued, the Second MQL Addendum is considered prospective and contingent liability is reflected on the balance sheet per the original terms of the MQL Agreement, as amended. The Parties agreed to amend the MQL Agreement to provide for the issuance of new shares on the basis of the following clauses:

If the average trading price of the Purchaser's shares based on the 7 days closing price over the period immediately before the second anniversary date of the S&P Agreement and the 7th day falling on the second anniversary date of this Agreement is below USD 1.00, the Purchaser shall issue a total of 3,339,900 additional shares to the Vendor (“Additional Shares”).

These Additional Shares shall be issued no later than the end of the quarter immediately following the second anniversary date of this Agreement, shall be subject to the same adherence with applicable securities laws and restrictions as the shares originally issued as

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Consideration Shares, and that any time required for adherence to applicable securities laws and restrictions shall apply from the date of issue of these Additional Shares

As of September 30, 2017, and the date of the filing, no shares have been issued. As the addendum was agreed to subsequent to September 30, 2017 and no shares have been issued, the addendum is considered prospective and contingent liability is reflected on the balance sheet per the original terms of the agreement.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 of 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 (the “SEC”), particularly the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K.

Executive Overview

New Asia Holdings, Inc. (the "Company" or "NAHD") was incorporated on March 1, 2001. Since December 2014, we have been in the business of developing highly advanced, proprietary, neural trading models for the financial community.

It is our belief that our state-of-the-art, trainable, algorithms in our models will 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 will not make forecasts, instead, they will analyze price data and uncover opportunities. Using our proprietary neural network, trade decisions will be made based on thoroughly analyzed data (which is not generally possible when using traditional technical analysis methods). We anticipate offering 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.

We will 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, we will utilize our in-house proprietary neural trading models to trade our own funds, thus providing added value to our shareholders.

Our proprietary trading models will be developed by a team of professional engineers in communications, electronic circuitry design and financial engineering. This diverse team will be the key factor of our successful development of non-traditional and innovative trading models. Our systems will be designed to take intelligent positions as the market moves/changes and, upon development, our systems will bring a proven, rigorously tested, track-record. We anticipate that our proprietary algorithmic trading systems will generate superior, risk adjustable, returns for our clients.

The Company's focus is to license its algorithm to licensees, regulated funds, banks and to ultimately trade its own funds to capitalize on the large volume of the 24 hours Forex markets to achieve capital appreciation over a medium- to long- term basis, 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.

The NAHD systems have been designed to constantly adapt themselves and to take intelligent positions as the market moves/changes. The models are subjected to rigorous testing akin to the volatile trading environment of major financial events/crisis that happened in recent history. These models are also programmed to have the ability to learn and adapt new manners of trading, effectively translating the human behavioral of trading into a predictive science. The NAHD cutting edge quantitative strategies and proprietary algorithmic trading system are developed to generate superior risk adjustable returns for its licensees and their clients.

On August 25, 2015, the Company completed the acquisition of Magdallen Quant Pte Ltd. (“MQL”). 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, with a value of $0.41 per share, and an aggregate fair value of $3,043,020, in exchange for the entire issued and outstanding capital

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of MQL 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 $0.714 on the acquisition date. On August 19, 2016, the Company and Anthony Ng Zi Qin entered into an Addendum (the “First MQL Addendum”) to the Share and Purchase Agreement (the “MQL Agreement”) to extend the August 25, 2016 anniversary date for the adjustment of issued shares for an additional period of 12 months. On November 10, 2017, the Company and Anthony Ng Zi Qin signed an Addendum (the “Second MQL Addendum”) to the MQL Agreement, as amended, pursuant to which the Company agreed to issue an aggregate of 3,339,900 shares of common stock, in satisfaction of the shortfall in the value of the shares issued. These shares are to be issued by the end of the fourth quarter of 2017, and have not been issued as of the filing date of this Quarterly Report on Form 10-Q. The contingent liability in the consolidated balance sheets and income statements at September 30, 2017, therefore reflects the terms of the MQL Agreement, as amended by the First MQL Addendum.

The algorithms were placed into commercial operation in November 2015 upon the execution of a Software Licensing Agreement for the deployment of MQL’s proprietary trainable, trading algorithms with New Asia Momentum Limited (“NAML”), a company owned and controlled by NAHD’s Chairman and CEO, Dr. Lin Kok Peng. Under the terms of the Software License Agreement, NAML agreed to pay MQL a license fee and certain other fixed and time and materials fees. Throughout 2016, NAML grew its assets under management (“AUM”) from zero to approximately $2.5 million, and had average monthly returns of approximately 10.5% for the twelve months ended December 31, 2016 for its clients. During this period, MQL has continued to make improvements to its original algorithm product-lines:

• Series X Pound/Dollar

• Series Y Pound/Dollar

• Series Z Multi-Asset Currency and Gold

During the second quarter of 2016, NAML, the Company’s licensee, decided to expand into the regulated fund and bank model. In conjunction with this new focus, NAML decided to ask its clients to redeem the AUM and as of September 30, 2017, trading on the aforementioned AUM was terminated. Specifically, and to support NAML’s decision to expand into the regulated fund and bank model, the Series Z (Multi-Asset Currency and Gold) have been improved and redeveloped into the following products:

• 7.42.31

• 7.43.315

• 7.43.325

In January 2017, the Company’s licensee, NAML, entered into an agreement with Ferrell Asset Management Pte Ltd, (“FAMPL”), a wholly-owned subsidiary of Ferrell Financial Group, which started as an exempt fund manager in 2004, and holds a Capital Markets Services License issued by the Monetary Authority of Singapore (the “MAS”) for the provision of fund management services to individuals who are accredited investors (“Accredited Investors”) as defined in Section 4A(1)(a)(i) of the Securities and Futures Act (Chapter 289) of Singapore. The Ferrell Financial Group is an Asia-focused financial services group dedicated to serving the investment and wealth management needs of family offices and private individuals globally. As an independent, privately held group, Ferrell forms strategic partnerships with financial institutions and other relevant organizations to provide customized portfolio solutions for its clients. In January 2017, FAMPL launched “Fueris Fund” to exclusively utilize the Company’s algorithm products. Currently, the AUM for Fueris Fund is at $6.67 million and, subject to the FOREX market conditions is projecting annual returns of approximately 16% for its clients. The Company expects to receive license fees from the Fueris Fund based on the performance of the algorithms, on the basis of a 20% performance fee, by the quarter ending December 31, 2017.

The Company had also established a partnership with a Singapore-based fund management firm (the “Singapore Fund”) that is regulated by the MAS. The partnership completed a six-month testing phase during the second quarter of 2017. Subsequent to the completion of the aforementioned testing phase, the Singapore Fund, in its sole discretion, decided to not to move forward with the partnership. The Company continues to actively market its proprietary algorithm products to other regulated funds and banks. The Company has also entered into a partnership with a Hong Kong-based regulated fund management firm, which has commenced a six-month testing phase. If the partnership proceeds, it is expected that aggregate AUM in the partnership will be approximately $5 million to $10 million. The fund has not yet determined whether it will proceed with the partnership.

Results of Operations

Nine Months Ended September 30, 2017 and September 30, 2016

We had related party revenue of $1,848 and $27,237 for the nine months ended September 30, 2017 and September 30, 2016, respectively. These revenues resulted from fees received from the Company's licensee, NAML, a company owned and controlled by NAHD’s Chairman and CEO. As discussed above, the Company has begun to focus on expansion into the regulated fund and bank model. The Company expects to receive license fees from the Fueris Fund based on the performance of the algorithms, on the basis of a 20% performance fee, by the quarter ending December 31, 2017.

Operating expenses were $144,534 for the nine-month period ended September 30, 2017, and consisted primarily of general and administrative expenses, outside service expenses and professional fees. This compares with operating expenses for the nine-month period

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ended September 30, 2016 of $172,313, which consisted primarily of general and administrative expenses, and professional fees. The operating expenses at September 30, 2017 were lower than the corresponding operating expenses at September 30, 2017 because general and administrative expenses were lower. As a result of the foregoing, we had a loss from operations of $142,686 and net income of $817,524 for the nine-month period ended September 30, 2017, which includes a change in the contingent liability associated with the change in fair value of the securities acquired of $964,860 for the period ended September 30, 2017. We had a net loss from operations of $145,076 and net loss of $239,516 for the nine-month period ended September 30, 2016, which includes a change in the contingent liability associated with the change in fair value of the securities acquired of ($148,440) for the nine months ended September 30, 2016.

We have commenced to generate revenues from the deployment of our proprietary trainable trading algorithms, however, notwithstanding these developments we expect to incur operating losses for the foreseeable future because we will be incurring expenses and may not generate 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 fundraising measures that the Company deems appropriate.

Three Months Ended September 30, 2017 and September 2016

We had related party revenue of $0 and $5,638 for the three months ended September 30, 2017 and September 30, 2016, respectively. These revenues resulted from fees received from the Company's licensee, NAML, a company owned and controlled by NAHD Chairman and CEO). As discussed above, the Company has begun to focus on expansion into the regulated fund and bank model. The Company expects to receive license fees from the Fueris Fund based on the performance of the algorithms, on the basis of a 20% performance fee, by the quarter ending December 31, 2017.

Operating expenses were $37,795 for the three-month period ended September 30, 2017, and consisted primarily of general and administrative expenses, outside service expenses and professional fees. This compares with operating expenses for the three-month period ended September 30, 2016 of $45,309, which consisted primarily of general and administrative expenses, and professional fees. The operating expenses at September 30, 2017 were lower than the corresponding operating expenses at September 30, 2017 because general and administrative expenses were lower. As a result of the foregoing, we had a net loss from operations of $37,795 and a net loss of $1,808,881 for the three-month period ended September 30, 2017, which includes a change in the contingent liability associated with the change in fair value of the acquired asset of ($1,766,436) for the period ended September 30, 2017. We had a net loss from operations of $39,671 and net loss of $188,111 for the three-month period ended September 30, 2016, which includes a change in the contingent liability associated with the change in fair value of the securities acquired of ($148,440) for the three months ended September 30, 2016.

We have commenced to generate revenues from the deployment of our proprietary trainable trading algorithms, however, notwithstanding these developments we expect to incur operating losses through the balance of this year because we will be incurring expenses and may not generate 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 fundraising measures that the Company deems appropriate.

Liquidity and Capital Resources

We had cash in the amount of $29,650 and $72,308 as of September 30, 2017 and December 31, 2016, respectively. We had net cash used in operating activities for $139,540 for the nine-month period ended September 30, 2017 and $134,167 of net cash used by operating activities for the nine-month period ended September 30, 2016. We had no cash flows from investing activities for the three months ended September 30, 2017 and 2016. We had cash flow of $96,596 from financing activities (from advances from shareholder) during the Nine month period ended September 30, 2017 and $99,421 cash flows from financing activities during the nine-month period ended September 30, 2016.

Off-Balance Sheet Arrangements

We have no 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 expect that 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.

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Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) applied on a consistent basis. The preparation of financial statements in conformity with U.S. GAAP 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 reviewed all new accounting pronouncements that are in effect and 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 (the “Exchange Act”) 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 conducted an evaluation as of September 30, 2017, with the participation of Mr. Lin Kok Peng, who is our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2017 our disclosure controls and procedures were not effective due to the size and nature of the existing business operations. Given the size of our current operations and existing personnel, the opportunity to implement internal control procedures that segregate accounting duties and responsibilities is limited. Until the organization can increase in size to warrant an increase in personnel, formal internal control procedures will not be implemented until they can be effectively executed and monitored. As a result of the size of the current organization, there will not be significant levels of supervision, review, independent directors nor a formal audit committee.

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 the three months ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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 of more than 5% of our outstanding common stock, is an adverse party or has a material interest averse to our interest.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act 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

There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors since the filing of our quarterly report on Form 10-Q for the quarter ended June 30, 2017.

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.

101.SCH	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.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

	NEW ASIA HOLDINGS, INC.

Date : November 20, 2017	By:	/s/ Lin Kok Peng
		Lin Kok Peng
		Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer and Principal Financial and Accounting Officer)