UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest ~~event~~ reported): ~~November~~April 516, ~~2023~~2024

NEW ASIA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada	000-55410	45-0460095
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

NEW ASIA HOLDINGS, INC.

80(Exact ~~Tras~~name ~~Street~~of ~~#01-03,~~registrant ~~Singapore~~as ~~189675~~specified ~~Tel:~~in 65its ~~6820 8885 65-3157-9161 (Address of Principal Executive Offices~~charter)

+6567023808

Nevada	000-55410	45-0460095
(State or other jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification Number)

~~Registrant’s~~80 ~~telephone~~Tras ~~number,~~Street ~~including area code~~ #01-03

~~Check~~Singapore ~~the~~079019 ~~appropriate~~(Address ~~box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~principal ~~registrant~~executive ~~under any of the following provisions:~~offices)

~~☐ Written~~+65 ~~communications~~6820 ~~pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~8885

~~☐ Soliciting~~(Registrant’s ~~material~~telephone ~~pursuant~~number, toincluding ~~Rule~~area ~~14a-12 under the Exchange Act (17 CFR 240.14a-12~~code)

~~☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~N/A

~~☐ Pre-commencement~~(Former ~~communications~~name ~~pursuant~~or toformer ~~Rule~~address, ~~13e-4(c)~~if ~~under~~changed ~~the~~since ~~Exchange~~last ~~Act (17 CFR 240.13e-4(c~~report))

~~Item~~Check ~~4.01.~~the ~~Changes~~appropriate inbox ~~Registrant’s~~below ~~Certifying~~if ~~Accountant~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.)

☐ Written communications pursuant to Rule 425 under the Securities Act (a17 CFR 230.425) ~~Resignation~~ of☐ ~~Independent~~Soliciting ~~Registered~~material ~~Accounting~~pursuant ~~Firm~~to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CF$ 240.13e-4(c))

AsSecurities ~~previously~~registered ~~reported~~pursuant byto ~~New~~Section ~~Asia Holdings, Inc.~~ 12(~~the “Company”~~b) in a Current Report on Form 8-K filed on July 27, 2023 with the Securities and Exchange Commission (the “SEC”), on July 3, 2023, Malone Bailey LLP, the Company’s independent registered public accounting firm, notified the Company that it would not stand for re-appointment as the Company’s independent registered public accounting firm for the audit of the ~~Company’s financial statements for the fiscal year ending December 31, 2023.~~ Act:

Title of each class Trading Symbol(bs) ~~Engagement~~ Name of ~~New~~each ~~Independent~~exchange ~~Registered~~on ~~Accounting~~which ~~Firm~~registered N/A N/A N/A

OnIndicate ~~November~~by 5,check ~~2023,~~mark whether the ~~Company’s~~registrant ~~Board~~is ofan ~~Directors~~emerging ~~appointed~~growth ~~TAAD~~company ~~LLP (“TAAD”)~~ as ~~the~~defined ~~Company’s~~in ~~new~~Rule ~~independent~~405 ~~registered~~of ~~public accounting firm. During~~ the ~~Company’s~~Securities ~~two~~Act ~~most~~of ~~recent~~1933 ~~fiscal~~(§230.405 ~~years~~of ~~and~~this ~~through~~chapter) ~~November~~or 5,Rule ~~2023,~~12b-2 ~~neither~~of the ~~Company~~Securities ~~nor~~Exchange ~~anyone~~Act ~~acting on the Company’s behalf consulted TAAD with respect to any~~ of ~~the~~1934 ~~matters or reportable events set forth in Item 304~~(~~a)(~~§240.12b-2~~)(i)~~ ~~and (ii)~~ of ~~Regulation~~this ~~S-K~~chapter).

~~SIGNATURES~~Emerging growth company ☐

~~Pursuant~~If toan ~~the~~emerging ~~requirements~~growth ofcompany, ~~the~~indicate ~~Securities~~by ~~Exchange~~check ~~Act~~mark ofif ~~1934,~~ the registrant has ~~duly~~elected ~~caused~~not ~~this~~to ~~report~~use tothe beextended ~~signed~~transition onperiod ~~its~~for ~~behalf~~complying bywith ~~the~~any ~~undersigned~~new ~~hereunto~~or ~~duly~~revised ~~authorized~~financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

	NEW ASIA HOLDINGS, INC.
Date: November 13, 2023	By: /s/ Lin Kok Peng
	Name: Lin Kok Peng
	Title: Chief Executive Officer

Item 1.01. Entry into a Material Definitive Agreement.

On April 16, 2024, New Asia Holdings, Inc. (the “Company”) entered into a Share Exchange Agreement (the “Exchange Agreement”) by and between the Company, Olenox Corp., a Wyoming corporation (“Olenox”), and Marble Trital Inc., as the sole shareholder of Olenox (the “Shareholder”). Pursuant to the terms of the Exchange Agreement, the Company agreed to acquire from the Shareholder all of the issued and outstanding shares of common stock, par value $0.0001 per share, of Olenox in exchange for the issuance by the Company to the Shareholder of 224,305,833 shares of common stock, par value $0.001 per share, of the Company.

The Exchange Agreement contains customary representations, warranties and other agreements by and between the parties thereto.

The description of the Exchange Agreement set forth in this Item 1.01 is qualified in its entirety to the full text of the Exchange Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Exchange Agreement, dated April 16, 2024, by and among the Company, Olenox and the Shareholder
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

	New Asia Holdings, Inc.

Dated: April 22, 2024	By:	/s/ Lin Kok Peng
		Name: Lin Kok Peng
		Title: Chief Executive Officer

Filing Compare · New Asia Holdings, Inc.