UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 Quarterlyquarterly period ended September 30, 20172022

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

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _________________________

Commission File No.Number 000-55410

NEW ASIA HOLDINGS, INC.

(Exact Name of Registrant as specified in its charter)

+65-6820-888565-6820-8885

(Registrant'sRegistrant’s telephone number, including area code)

N/A

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

Securities registered pursuant to Section 12(b) of the Act:

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

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,December 8, 2022, the CompanyRegistrant had 68,948,76775,288,667 shares of common stock issued and outstanding.

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FORM 10-Q

NEW ASIA HOLDINGS, INC.

TABLE OF CONTENTS

Table of Contents

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS:

NEW ASIA HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

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NEW ASIA HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOMELOSS

(Unaudited)

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

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NEW ASIA HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

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

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NEW ASIA HOLDINGS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JuneSeptember 30, 20172022

Note 1: Organization and Summary of Significant Accounting Policies

ORGANIZATIONOrganization

New Asia Holdings, Inc. (formerly(previously known as DM Products, Inc, previously known asInc., Midwest E.S.W.T. Corp, and previously known as Effective Sport Nutrition Corporation) (“we”,(the “Company,” “we” or “our”, the "Company" or "NAHD") was incorporated in the State of Nevada 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 ofwhere approximately 90% of the then issued and outstanding shares of common stock of the Company beingwere acquired by New Asia Holdings, Ltd. (wholly owned by Lin Kok Peng, Ph.D.), the Company’s Chief Executive Officer, Chief Financial Officer and Chairman of the Board) (“NAHL”) and other accredited investors and management adopting. As a new business plan based on developing highly advanced, proprietary, neural trading models forresult, Lin Kok Peng is the financial community.effective principal stockholder of the Company.

We offerhave been offering trading software solutions to clients based on the basis of a "Software“Software as a Service (SaaS)"” licensing and delivery modelsmodel with licensed users availing themselves of service-based contractual arrangements.arrangements, however, please see the Management Discussion and Analysis regarding these activities and current efforts by the Company to develop new opportunities. In addition, and consistent with the requirements of the United States federal securities laws, we expect tomay utilize our in-house proprietary neural trading models to trade our own funds, in the future in order to providethus providing added value to our shareholders.

Algorithms were placed into commercial operation in November 2015 upon the execution of a Software Licensing Agreement for the deployment of the proprietary trainable, trading algorithms of Magdallen Quant Pte. Ltd. (“MQL”), 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. In 2019, Momentum assets under management (“AUM”) were returned to its investors by NAML. The license agreement between MQL and NAML still remains in place.

As a result of poor performance by the Company’s algorithms, over the last several years the Company has been focusing on developing new business opportunities, including exploring potential new technology solutions and/or acquisition.

Basis of Presentation

The Company's focus is to capitalize the large volumeaccompanying unaudited interim financial statements of the 24 hours Forex markets to achieve capital appreciation over a medium- to long- term basis, combinedCompany have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (the “SEC”), and should be read in conjunction with the usageaudited financial statements and notes thereto contained in the Company’s most recent Annual Report on Form 10-K as filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a good wealth vehiclefair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in orderthe audited financial statements for the most recent fiscal period, as reported in the Annual Report on Form 10-K for the most recent fiscal year, as filed with the SEC on April 18, 2022, have been omitted.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to control risk, profitmake estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The extent to which the COVID-19 pandemic may directly or indirectly impact our business, financial condition, and results of operations is highly uncertain and subject to change. We considered the potential impact of the COVID-19 pandemic on our estimates and assumptions and there was not a material impact to our unaudited consolidated financial statements as of and for the three and nine months ended September 30, 2022; however, actual results could differ from both bullthose estimates and there may be changes to our estimates in future periods.

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 sustained substantial losses, has a working capital deficit and is in need of additional capital to grow its operations so that it can become profitable. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

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. The unaudited interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NEW ASIA HOLDINGS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

Note 3: Common Stock

On July 8, 2020, the Company filed a Certificate of Amendment (the “Amendment”) to the Company’s articles of incorporation, as amended, with the Secretary of State of the State of Nevada. The Amendment had the effect of increasing the number of authorized shares of the Company’s common stock from 400,000,000 to 4,000,000,000 and the number of authorized shares of the Company’s preferred stock from 30,000,000 to 400,000,000. As of December 31, 2020, the Company has authorized 4,400,000,000 shares of capital stock, consisting of 4,000,000,000 shares, par value $0.001 per share, of common stock, and 400,000,000 shares, par value $0.001 per share, of “blank check” preferred stock. The Company had 75,288,667 shares of common stock and no shares of preferred stock issued and outstanding as of September 30, 2022 and December 31, 2021.

On September 16, 2020, the Company entered into an Equity Purchase Agreement (the “Global Crypto Equity Purchase Agreement”) with Global Crypto Offering Exchange Ltd. (“Global Crypto”). Pursuant to the terms of the Global Crypto Equity Purchase Agreement, the Company agreed to sell to Global Crypto, and Global Crypto agreed to purchase, an aggregate of 50,000,000 restricted shares of the Company’s common stock at purchase price of $0.01 per share, for an aggregate purchase price of $500,000 (the “Share Purchase”). The Global Crypto Equity Purchase Agreement provides that the Share Purchase would have been implemented in 10 separate blocks (each, a “Block” and collectively, “Blocks”), with the first Block closing on September 18, 2020. In the first Block, Global Crypto purchased 2,000,000 shares for an aggregate purchase price of $20,000. The parties to the Global Crypto Equity Purchase Agreement agreed that each of the remaining nine Blocks would close within 12 months of September 18, 2020.

The Global Crypto Equity Purchase Agreement would have terminated (i) upon the completion of the full Share Purchase, or bear markets, maximize liquidity(ii) on September 18, 2021. Since the completion of the full Share Purchase by Global Crypto was not completed by September 18, 2021, no additional shares could have been purchased under the Global Crypto Share Purchase Agreement and economic resilience.thus the Global Crypto Equity Purchase Agreement was terminated on September 18, 2021, pursuant to its terms. No additional shares may be purchased under the Global Crypto Share Purchase Agreement.

On September 21, 2020, the Company entered into an Equity Purchase Agreement (the “ENJU Equity Purchase Agreement”) with ENJU Planning Pte Ltd. (“ENJU”). Pursuant to the terms of the Equity Purchase Agreement, the Company agreed to sell to the ENJU, and the ENJU agreed to purchase, 1,000,000 restricted shares of the Company’s common stock at purchase price of $0.20 per share, for an aggregate purchase price of $200,000. The total proceeds were received by the Company in October 2020.

As of September 30, 2022, Lin Kok Peng, the Company’s principal shareholder, had not yet acted to exercise its option to convert advances from him to shares of common stock. Accordingly, as of September 30, 2022, and December 31, 2021, the advances remain as an interest-free loan to the Company. See Note 4.

NEW ASIA HOLDINGS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

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

During the nine months ended September 30, 2022 and 2021, Lin Kok Peng, the Company’s principal shareholder, was repaid $3,248 and $38,697 for payments made to vendors on the Company’s behalf, respectively. During the nine months ended September 30, 2022 and 2021, Lin Kok Peng advanced an aggregate of $8,000 and nil to the Company, respectively. The total advances due to Lin Kok Peng amounted to $921,204 and $916,452 as of September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022 and December 31, 2021, the advances constitute unsecured interest-free loans to the Company.

On August 14, 2020, the Company signed an Agreement with NAHL. Pursuant to the terms of the Agreement, all funds advanced to the Company by NAHL up to August 14, 2020 (the “Prior Advances”) will continue to constitute an interest-free loan to the Company, which was due and payable by the Company to NAHL on or before September 15, 2020 (the “Prior Advance Repayment Date”, which may be extended as set forth below). If the Company does not repay the Prior Advances by the Prior Advance Repayment Date, NAHL, at its sole discretion, will have the option to extend the Prior Advance Repayment Date or convert all or a portion of the Prior Advances into Common Stock at a conversion price of $0.003 per share (the “Prior Advance Conversion Price”), subject to adjustment as set forth in the Agreement. NAHL’s election to extend the Prior Advance Repayment Date or to convert the Prior Advances into Common Stock shall be made on the first business day following the Prior Advance Repayment Date. The Parties acknowledge and agree that the Prior Advances shall not be convertible into common stock prior to the Prior Advance Repayment Date.

Following August 14, 2020, NAHL will endeavor, on a best efforts’ basis, to continue to advance operating funds to the Company as may be required and requested by the Company for its operations, for a period of at least through December 31, 2020 (such additional advances, as funded, the “Additional Advances” and, together with the Prior Advances, the “Advances”). Any such Additional Advances were due and payable by the Company to NAHL on or before January 31, 2021 (the “Additional Advance Repayment Date”, which may be extended as set forth below). In the event that any Additional Advances are made and are not repaid by the Additional Advance Repayment Date, NAHL, at its sole discretion, will have the option to extend the Additional Advance Repayment Date or convert all or a portion of the Additional Advances into Common Stock at a conversion price of $0.003 per share (the “Additional Advance Conversion Price”), subject to adjustment as set forth in the Agreement. NAHL’s election to extend the Additional Advance Repayment Date or to convert the Additional Advances into Common Stock shall be made on the first business day following the Additional Advance Repayment Date. The Parties acknowledge and agree that any Additional Advances shall not be convertible into common stock prior to the Additional Advance Repayment Date.

On January 5, 2021, the shares of the Company’s common stock under the name of NAHL were changed to Lin Kok Peng, as an individual, at the request of the owner of NAHD, Lin Kok Peng and NAHL was closed.

As of September 30, 2022, the Company repaid $3,248 to Lin Kok Peng, and Mr. Lin had not exercised his option to convert the Advances into shares of common stock. Accordingly, the total of $921,204 in advances remained as an unsecured interest-free loan to the Company as of September 30, 2022. Although Lin Kok Peng is expected to continue to advance operating funds to the Company in the future, there can be no assurance that he will continue to do so.

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:

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:

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:

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 advancesincurred fees 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 administrativeconsulting 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 servefor acting as the Company'sCompany’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 forduring the nine-monthsnine months ended September 30, 20172022 and September 30, 2016,2021, respectively. The balance due to Mr. Capote as of September 30, 2022 and December 31, 2021, was $27,750 and $15,000, respectively, and was included in accounts payable and accrued liabilities.

The Company pays New Asia Momentum Pte Ltd (“NAMPL”), a Singapore private company owned and controlled by Dr. Lin Kok Peng, Chairmanthe Company’s Chief Executive Officer and CEOChairman of the Company,Board and principal shareholder, fees for the rental of office space and for administrative services in its Singapore headquarters.Headquarters. The Company has paid NAMPL $34,523incurred fees of $34,565 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$35,624 due to work orders will be billed monthly for charges incurred inNAMPL during 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 $6,029,5572022, and $6,994,417 as of September 30, 2017 and December 31, 2016,2021, 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, 2017,2022, and December 31, 2021, the date of this filing, no shares have been issued. As the Second MQL Addendum was entered into subsequentCompany had $185,304 and $150,739 due to NAMPL recorded in accounts payable and accrued liabilities, respectively.

NEW ASIA HOLDINGS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.2022

Note 4:5: Commitments and Contingencies

The Company entered into an Office Service Agreement on September 12, 2017,agreement with Premier Business Centers “PBC”(“PBC”). on July 31, 2018. 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 agreementThis is month to month commencing August 1, 2017a month-to-month lease, with monthly fixed fees of $950.$195.

In addition, the

The Company pays NAMPL, a Singapore private company owned and controlled by Dr. Lin Kok Peng, Chairmanthe Company’s Chief Executive Officer, Chief Financial Officer and CEOChairman of the Company,Board, 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 priceThis is a month-to-month lease, with monthly fixed fees 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 asapproximately $3,900.

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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'SMANAGEMENT’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.contains forward-looking statements. 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",“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 United States 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.8-K, as the same may be amended from time to time.

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 unaudited consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report on Form 10-Q.

Executive Overview

Since December 24, 2014, New Asia Holdings, Inc. (the "Company" or "NAHD"“Company”) was incorporated on March 1, 2001. Since December 2014, we havehas been in the business of developing highly advanced,and deploying its 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)"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

The Company's products capitalize the large volume of the 24-hour Forex markets to trade our own funds, thus providing added valueachieve capital appreciation over a medium- to our shareholders.long-term basis, combined with the usage of a good wealth vehicle designed to control risk, profit from both bull or bear markets, and maximize liquidity and economic resilience.

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

The Company’s 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 beenwere designed to constantly adapt themselves and to take intelligent positions as the market moves/changes. The models arewere subjected to rigorous testing akin to the volatile trading environment of major financial events/crisiscrises that have happened in recent history. These models arewere 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 edgeCompany’s quantitative strategies and proprietary algorithmic trading system arewere developed to generate superior risk adjustable returns for its licensees and their clients.

Since 2016, the Company's focus has been to license its algorithm to licensees, regulated funds and banks to capitalize on the large volume of the 24-hour Forex markets to achieve capital appreciation over a medium- to long- term basis, combined with the usage of a good wealth vehicle designed to control risk, profit from both bull or bear markets, and maximize liquidity and economic resilience.

On August 25, 2015, the Company completedentered into a Sale and Purchase Agreement (the “Purchase Agreement”) with Anthony Ng Zi Qin, pursuant to which the acquisition ofCompany acquired Magdallen Quant Pte Ltd.Ltd (“MQL”). The MQL 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 ("Consideration Shares"), 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 MQLPurchase 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 bewere issued by the endon December 12, 2017 in full satisfaction of the fourth quarter of 2017, and have not been issued as of the filing date of this Quarterly Report on Form 10-Q.aforementioned contingent liability. The contingent liability in the consolidated balance sheets and income statements at September 30, 2017, therefore reflects the terms of the MQLPurchase Agreement, as amended, byis referred to herein as the First MQL Addendum.“MQL Acquisition Agreement.”

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(the “MQL License Agreement”) between and New Asia Momentum Limited (“NAML”), a company owned and controlled by NAHD’s Chairman and CEO, Dr. Lin Kok Peng.Peng, the Company’s Chief Executive Officer, Chief Financial Officer and Chairman of the Board. Under the terms of the SoftwareMQL License Agreement, NAMLMQL agreed to pay MQLlicense its proprietary trainable, trading algorithms to NAML in exchange for payment of a license fee and certain other fixed and time and materials fees. Throughout 2016,Pursuant to the terms of the MQL License Agreement, MQL licensed its proprietary trainable, trading algorithms. NAML, in turn, offered these proprietary, trainable, algorithm trading software solutions to broker-dealers, banks, funds and other clients based on a SaaS licensing and delivery model, with sub-licensed users availing themselves of service-based contractual arrangements. NAML was required to pay MQL royalty fees equal to 20% of the trading profits achieved by the SaaS contract agreements that NAML executed with its clients. The targeted geographic market was Asia, with an initial emphasis on Singapore, Hong Kong, Indonesia, and Australia. From 2015 to 2017, NAML grew its retail assets under management (“AUM”) from zero to approximately $2.5 million, and had average monthly returns of approximately 10.5% formillion.

In conjunction with 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 expandexpansion into the regulated fund and bank model. In conjunction with this new focus,model, NAML decided to ask its clients to redeem the AUM and as of September 30, 2017, trading on the aforementioned AUM was terminated. Specifically,

The Company initiated its focus on the regulated bank and fund model in 2017 with the launch of the Feuris Fund A with AUM of approximately $6.67 million. Because the risk profiles required by these regulated funds and banks reflect a lower level of risk, there was a significantly reduced frequency of trading activities. As of September 30, 2019, due to support NAML’s decisionmarket conditions that impacted trading frequencies and volumes, NAML liquidated the Feuris Fund A and returned the AUM to the investors.

The MQL License Agreement currently remains in place.

While the Company continues to improve its algorithm products, there are no guarantees that such product improvements will translate to improved financial performance. The Company, in its efforts to expand intoits business, is currently considering several new business opportunities, including the regulated fundfollowing:

·The Company may integrate a business solution to not rely on using an application that relies on our algorithms for actual trading, but instead to provide a platform where users can use the algorithms as a tool to obtain information that can assist users in making potential investment decisions. 

·NAHD executed a Memorandum of Understanding, dated June 14, 2022, regarding the acquisition of a 40% of the issued and bank model,outstanding shares of Asian Fuels Energy Inc (AFEI) and the Series Z (Multi-Asset Currencyrights to secure, through a subsequent investment of a majority equity stake in the individual Special Project Corporations (SPC) involved in the production of Renewable Napier Grass fuel in Batangas (first Priority Project) and Gold) have been improvedfuture projects in Tarlac. NAHD is undertaking a technical, legal, and redeveloped intofinancial evaluation of Asian Fuels Energy Inc (the “Company”) and its sister Company, Hacienda Asia Plantations Inc. (HAPI). AFEI is a Philippine-based Company, incorporated on June 19, 2009, is a subsidiary company to HAPI of which was incorporated in August 2, 2007, owned by Alfred Joseph S. Araneta with super majority of the following products:

•   7.42.31   

•   7.43.315   

•   7.43.325   

In January 2017, the Company’s licensee, NAML, entered intoboth companies.  The details are described in 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 issued8K filing made by the Monetary Authority of Singapore (the “MAS”)Company on June 21, 2022. Currently this potential transaction is under evaluation by the Company and the acquisition has not closed and there is currently no expected date for the provisionclosing of fund management services to individuals who are accredited investors (“Accredited Investors”) as definedthis transaction.  

·The Company is also evaluating other potential acquisition(s) that may be further detailed in Section 4A(1)(a)(i)upcoming filings, no information on these potential transactions is currently available.  

As of September 30, 2022, the Company has not yet determined which, if any, of the Securitiesabove business opportunities it will implement and Futures Act (Chapter 289)is also considering other additional opportunities. There can be no assurance that any of Singapore. The Ferrell Financial Group is an Asia-focused financial services group dedicatedthese business opportunities will come to serving the investmentfruition 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.if initiated, will be successful. The Company continues to actively marketimprove its proprietary algorithm products and has been working to other regulated funds and banks.create new products. 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. Ifis doing its best to provide the partnership proceeds, it is expected that aggregate AUMbasis for improved performance in the partnershipcoming quarters, however, there is no guarantee that such new products and product improvements will be approximately $5 milliontranslate to $10 million. improved financial performance.

The fund hasCompany did 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 partygenerate any revenue of $1,848 and $27,237 forduring the nine months ended September 30, 20172022 and 2021.

As described above, the commercial business associated with the licensing of the algorithm products has not materialized and the Company is pursuing new applications of the products that would not involve trading and other new business activities.

COVID-19

In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to most countries around the world and infections have been reported globally. The spread of COVID-19 has had a material adverse effect on segments of the global economy.

Because COVID-19 infections continue to be reported worldwide, certain national, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more restrictive proclamations and/or directives may be issued in the future. As a result, certain Company internal operations communications and accounting operations have been disrupted by these “stay at home” orders, which have affected the timing of certain new business development activities (the Company had previously liquidated the Feuris Fund A AUM during the third quarter of 2019).

The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but could be anticipated to have a material adverse impact on our business, financial condition and results of operations.

The measures taken to date will impact the Company’s business for the first nine months of 2022 and potentially beyond. Management expects that all of its business segments, across all of its geographies, will be impacted to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time.

Results of Operations

Three Months Ended September 30, 2016,2022 Compared to the Three Months Ended September 30, 2021

Revenues

We had no revenue during the three months ended September 30, 2022 and 2021, respectively.  These revenues resulted from fees received from the Company's licensee,The MQL License Agreement between MQL and NAML a company ownedstill remains in place 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 basedis focusing on the performancedevelopment of the algorithms, on the basis of a 20% performance fee, by the quarter ending December 31, 2017.expanded new business solutions as described above.

Operating Expenses

Operating expenses were $144,534$32,769 for the nine-month periodthree months ended September 30, 2017, and consisted primarily2022, consisting of $16,500 of general and administrative expenses, $9,700 of outside service expenses, and $6,569 of professional fees. This compares withto operating expenses for the nine-month period

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three months ended September 30, 20162021, of $172,313, which consisted primarily$33,788, consisting of $16,304 of general and administrative expenses, $8,545 of outside service expenses, and $8,939 of professional fees. The operating expenses atfor the three-month period ended September 30, 20172022 were slightly lower than the corresponding operating expenses at September 30, 2017for the corresponding period in 2021 because general and administrative expenses associated with professional fees were lower.

Net Loss

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$32,769 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 ninethree months ended September 30, 2016.2022, compared to a net loss of $33,788 for the three months ended September 30, 2021.

We have commencedexpect to generate revenues from the deployment of our proprietary trainable trading algorithms, however, notwithstanding these developmentsincur net losses through 2022 because we expect to continue to incur operating losses for the foreseeable future because we will be incurring expenses, and maybut do not expect to generate sufficientsignificant, or any, revenues. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs.our expenses. We expect to cover such shortfall in operating margins through advances from our principal shareholder and other fundraising measures, thatsome of which have been conducted, as the Company deems appropriate. There is no assurance that our principal shareholder will continue to advance funds to us or that we will be successful in any other fundraising measures.

ThreeNine Months Ended September 30, 2017 and2022 Compared to the Nine Months Ended September 201630, 2021

Revenues

We had related partyno revenue of $0 and $5,638 forduring the threenine months ended September 30, 20172022 and September 30, 2016,2021, respectively.  These revenues resulted from fees received from the Company's licensee,The MQL License Agreement between MQL and NAML a company ownedstill remains in place 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 basedis focusing on the performancedevelopment of the algorithms, on the basis of a 20% performance fee, by the quarter ending December 31, 2017.expanded new business solutions as described above.

Operating Expenses

Operating expenses were $37,795$121,174 for the three-month periodnine months ended September 30, 2017, and consisted primarily2022, consisting of $54,735 of general and administrative expenses, $26,500 of outside service expenses, and $39,939 of professional fees. This compares withto operating expenses for the three-month periodnine months ended September 30, 20162021, of $45,309, which consisted primarily$120,105, consisting of $52,759 of general and administrative expenses, $26,688 of outside service expenses, and $40,658 of professional fees. The operating expenses atfor the nine-month period ended September 30, 20172022, were lower

slightly higher than the corresponding operating expenses at September 30, 2017for the corresponding period in 2021 because general and administrative expenses were lower. higher.

Net Loss

As a result of the foregoing, we had a net loss from operations of $37,795 and$121,174 for the nine months ended September 30, 2022, compared to a net loss of $1,808,881$120,105 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 threenine months ended September 30, 2016.2021.

We have commencedexpect to generate revenues from the deployment of our proprietary trainable trading algorithms, however, notwithstanding these developmentsincur net losses through 2022 because we expect to continue to incur operating losses through the balance of this year because we will be incurring expenses, and maybut do not expect to generate sufficientsignificant, or any, revenues. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs.our expenses. We expect to cover such shortfall in operating margins through advances from our principal shareholder and other fundraising measures, thatsome of which have been conducted, as the Company deems appropriate. There is no assurance that our principal shareholder will continue to advance funds to us or that we will be successful in any other fundraising measures.

Liquidity and Capital Resources

We had cash in the amount of $29,650$15,608 and $72,308 as of$88,000 at September 30, 20172022 and December 31, 2016,September 30, 2021, respectively. To date, we have funded our operations from private placements concluded in the third and fourth quarter of 2020 and from advances from our principal shareholder, Lin Kok Peng. Dr. Lin Kok Peng, our Chief Executive Officer, Chief Financial Officer, and Chairman of the Board, also has voting and dispositive control over the shares of the Company’s common stock, and we just recently completed two Private Placements as described in herein.

We had net cash useddo not have sufficient capital to sustain our operations for the next 12 months. We expect to continue to rely on advances from our principal shareholder, as well as from other sources of financing, including additional private placements of our common shares in operating activitiesorder 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 equity securities or that we will be able to arrange for $139,540 fordebt or other financing to fund our operations and other activities. We do not have any oral or written agreements with Lin Kok Peng which would require Lin Kok Peng to fund our operations.

During the nine-month period ended September 30, 20172022, Lin Kok Peng advanced the Company $8,000 and $134,167was repaid $3,248 for a net advance of net$4,752. The total advances due to Lin Kok Peng are $921,204 and $916,452 as of September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022, the advances constitute unsecured interest-free loans to the Company.

On August 14, 2020, the Company signed an Agreement with NAHL. Pursuant to the terms of the Agreement, all funds advanced to the Company by NAHL up to August 14, 2020 (the “Prior Advances”) will continue to constitute an interest-free loan to the Company, which was due and payable by the Company to NAHL on or before September 15, 2020 (the “Prior Advance Repayment Date”, which may be extended as set forth below). If the Company does not repay the Prior Advances by the Prior Advance Repayment Date, NAHL, at its sole discretion, will have the option to extend the Prior Advance Repayment Date or convert all or a portion of the Prior Advances into Common Stock at a conversion price of $0.003 per share (the “Prior Advance Conversion Price”), subject to adjustment as set forth in the Agreement. NAHL’s election to extend the Prior Advance Repayment Date or to convert the Prior Advances into Common Stock shall be made on the first business day following the Prior Advance Repayment Date. The Parties acknowledge and agree that the Prior Advances shall not be convertible into Common Stock prior to the Prior Advance Repayment Date.

Following the Effective Date, NAHL was to endeavor, on a best efforts’ basis, to continue to advance operating funds to the Company as may be required and requested by the Company for its operations, for a period of at least through December 31, 2020 (such additional advances, as funded, the “Additional Advances” and, together with the Prior Advances, the “Advances”). Any such Additional Advances were to be due and payable by the Company to NAHL on or before January 31, 2021 (as the same may be extended as set forth below, the “Additional Advance Repayment Date”). In the event that any Additional Advances were made and were not repaid by the Additional Advance Repayment Date, NAHL, at its sole discretion, would have the option to extend the Additional Advance Repayment Date or convert all or a portion of the Additional Advances into Common Stock at a conversion price of $0.003 per share (the “Additional Advance Conversion Price”), subject to adjustment as set forth in the Agreement. NAHL’s election to extend the Additional Advance Repayment Date or to convert the Additional Advances into Common Stock shall be made on the first business day following the Additional Advance Repayment Date. The Parties acknowledge and agree that any Additional Advances shall not be convertible into Common Stock prior to the Additional Advance Repayment Date.

On January 5, 2021, the shares of the Company’s stock under the name of NAHL were changed to Lin Kok Peng, as an individual, at the request of the owner of NAHD, Lin Kok Peng and NAHL was closed.

As of September 30, 2022, Dr. Lin Kok Peng had not exercised its option to convert the advances into shares of common stock. Accordingly, the total of $921,204 in advances remained as an unsecured interest-free loan to the Company as of September 30, 2022.

Through September 30, 2022, Lin Kok Peng has continued to advance operating funds to the Company totaling $921,204 and may be expected to continue to advance such operating funds in the future. In August 2020, NAHL informed the Company that the previous terms of the prior agreement had not reflected the level of risk that NAHL has taken in effecting these advances over the years. Therefore, on August 14, 2020, the Company and NAHL entered into an Agreement on Advances (the “Agreement”) wherein the Company and NAHL agreed as follows. On January 5, 2021, Lin Kok Peng decided to change his ownership of the Company from NAHL to his own Name (Lin Kok Peng) and thus all prior agreements executed between the Company and NAHL remain fully in effect:

·All funds that have been advanced to the Company by NAHL up to August 14, 2020 (the “Prior Advances”) will continue to constitute an interest-free loan to the Company, which will be due and payable by the Company to NAHL on or before September 15, 2020. If the Company does not repay the Prior Advances by that date NAHL will have the right to extend that date for repayment or to convert all or a portion of the Prior Advances into Common Stock at a conversion price of $0.003 per share. 

·Following August 14, 2020, NAHL will endeavor, on a best efforts’ basis, to continue to advance operating funds to the Company as may be required and requested by the Company for its operations, for a period of at least through December 31, 2020 (such additional advances, as funded, the “Additional Advances”). Any such Additional Advances were due and payable by the Company to NAHL on or before January 31, 2021. In the event that any Additional Advances are made and are not repaid by such date, NAHL will have the right to extend that date for repayment or convert all or a portion of the Additional Advances into Common Stock at a conversion price of $0.003 per share. 

·In the event that NAHL determines not to fund any Additional Advances, then conversion price for any Prior Advances made prior to January 1, 2020, will remain $0.003 per share but the conversion price with respect to any Prior Advances made after January 1, 2020 will be $0.01 per share.  

·The conversion prices as set forth above are subject to customary adjustments for stock splits, stock dividends, recapitalizations and other customary events which occur following August 14, 2020. 

·On January 5, 2021, the shares of the Company’s stock under the name of NAHL were changed to Lin Kok Peng, as an individual, at the request of the owner of NAHD, Lin Kok Peng and NAHL was closed. 

We expect to incur losses and negative operating cash used by operating activitiesflows for the nine-month periodforeseeable future, and we may never become profitable. We also expect to continue to incur significant operating and capital expenditures for the next several years and anticipate that our expenses will increase substantially in the foreseeable future. We also expect to experience negative cash flow for the foreseeable future as we fund our operating losses and capital expenditures.

As a result, we will need to generate significant revenues to achieve and maintain profitability. We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our common stock.

We have no agreements to obtain funds through bank loans, lines of credit or any other traditional sources. Since we have no financing committed, our inability to realize financing to maintain operations and grow our business would materially restrict our business operations. Future financing may not be available upon acceptable terms, or at all. Should we be successful in securing future financing, new issuances of equity or convertible debt (i) would dilute our current shareholders, possibly significantly, (ii) might require a significant increase to our authorized stock, and (iii) might have rights, preferences, or privileges senior to our common or preferred stock. If financing is not available to us on favorable terms, such severe limitation might cause us to consider another consolidation of existing common equity at any time to attract financing and maintain our business.

Due to the uncertainty of our ability to meet our current operating and capital expenses and the fact that we have suffered recurring losses from operations and have a net capital deficiency, in their report on our audited annual financial statements as of and for the years ended September 30, 2016. We hadDecember 31, 2021, and 2020, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Recurring losses from operations raise substantial doubt about our ability to continue as a going concern. The presence of the going concern explanatory paragraph may have an adverse impact on the relationships we are developing and plan to develop with third parties as we continue the commercialization of our products and could make it challenging and difficult for us to raise additional financing, all of which could have a material adverse impact on our business and prospects and result in a significant or complete loss of your investment.

Cash and Cash Equivalents

The following table summarizes the sources and uses of cash for the periods stated. The Company held no cash flows from investing activitiesequivalents for any of 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.periods presented.

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 withrelated public financial information are based on the application of accounting principles generally accepted in the United States (“U.S. GAAP”) applied. U.S. GAAP requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risks and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to U.S. GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 1 in the Annual Report on Form 10-K for the most recent fiscal year, as filed with the SEC. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a consistent basis. greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.

Related Parties

The Company follows the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. See Note 4.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAPgenerally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date ofin the financial statements and accompanying notes. The extent to which the reported amountsCOVID-19 pandemic may directly or indirectly impact our business, financial condition, and results of revenuesoperations is highly uncertain and expenses duringsubject to change. We considered the reporting periods.

We regularly evaluatepotential impact of the accounting policiesCOVID-19 pandemic on our estimates and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notesassumptions and there was not a material impact to our consolidated financial statements. In general, management's estimates are based on historical experience, on information from third party professionals,statements as of and on various other assumptions that are believed to be reasonable underfor the facts and circumstances. Actualnine months ended September 30, 2022; however, actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

The Company has reviewed all new accounting pronouncements that areand there may be changes to our estimates 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.future periods.

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, as amended (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'sSEC’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 companythe 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, 2017,2022, 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, 20172022, 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 monthslast fiscal quarter ended September 30, 20172022 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 areAs a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and areCompany is not required to providedisclose material changes to the information under this item.risk factors that were contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

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. None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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SIGNATURES

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.

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