Item 1.01.Entry into a Material Definitive Agreement.

On September 18, 2020, New Asia Holdings, Inc. (the "Company") entered into that certain Equity Purchase Agreement (the "Equity Purchase Agreement") between the Company and Global Crypto Offering Exchange Ltd. (the "Subscriber"). Pursuant to the terms of the Equity Purchase Agreement, the Company agreed to sell to the Subscriber, and the Subscriber agreed to purchase, an aggregate of 50,000,000 restricted shares of the Company's common stock at a per share purchase price of $0.01, for an aggregate purchase price of $500,000 (the "Share Purchase"). The Equity Purchase Agreement provides that the Share Purchase will be effected in 10 separate blocks (each, a "Block" and collectively, "Blocks"), with the first Block closing on September 18, 2020. In the first Block, the Subscriber purchased 2,000,000 shares for an aggregate purchase price of $20,000. The parties to the Equity Purchase Agreement agreed that each of the remaining nine Blocks will close within 12 months of September 18, 2020.

The Equity Purchase Agreement will terminate (i) upon the completion of the full Share Purchase, or (ii) on September 18, 2021. If the Equity Purchase Agreement terminates on September 18, 2021 prior to completion of the full Share Purchase, no additional shares may be purchased under the Share Purchase Agreement.

The parties to the Equity Purchase Agreement do not intend to effect a change in control as a result of entering into the Equity Purchase Agreement.

Item 3.02.Unregistered Sales of Equity Securities.

The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The securities issuances described above were exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on an exemption provided by Regulation S promulgated pursuant to the Securities Act. The issuances involved offers and sales of securities outside the United States. The offers and sales were made in offshore transactions and no directed selling efforts were made by the issuer, a distributor, their affiliates or any persons acting on their behalf.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number    Description
 10.1       Equity Purchase Agreement  , dated September 18, 2020, between New
          Asia Holdings Inc. and Global Crypto Offering Exchange Ltd.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses