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

 

 

 

AIFarm, Ltd., formerly Eco Energy Tech Asia, Ltd. (the “Company” “we” or “us”) is a development stage company. We were incorporated under the laws of the state of Nevada on January 20, 2015. To date we have not generated any revenues. We have developed a proprietary growing system that designs and builds custom biodomes ranging in size appropriate for global commercial agricultural concerns as well as small local producers; delivering greater yields per meter than traditional single level greenhouse operations resulting from our multi-tier/multi-level growing system which permits us to grow a greater number of plants. Our fiscal year end is December 31.

 

On February 27, 2015, we entered into a Share Exchange Agreement to acquire 100% of the outstanding capital stock of Eco Energy Tech Asia, Ltd. (“EETA”), a Hong Kong corporation formed on December 27, 2012. Pursuant to the Share Exchange Agreement, we issued 20,000,000 shares of our common stock to the sole shareholder of EETA in exchange for 1,000,000 ordinary shares of EETA. The sole shareholder of EETA, Yuen May Cheung, is also our Chief Executive Officer, President and sole Director.  EETA is also the owner of 82.4%92.4% of the common stock of 7582919 Canada, Inc., a corporation originally formed pursuant to the laws of British Columbia, Canada on June 21, 2010, as Renergy Foods Canada, Inc. On March 6, 2012, Renergy Foods Canada, Inc. changed its name to NuAgri, Inc. On October 1, 2013, NuAgri, Inc. changed its name to 7582919 Canada, Inc.

We have developed a proprietary growing system that designs and builds custom biodomes ranging in size appropriate for global commercial agricultural concerns as well as small local producers; delivering greater yields per meterthanmeter than traditional single level greenhouse operations as a result of our multi-tie/multi-level system which permits us to grow a greater number of plants. By avoiding a traditional, low-profit commoditized monoculture environment, we can increase profitability by selling a higher yielding and diversified range of high-profit niche produce.

 

Our proprietary biodomes are environmentally friendly and can be located anywhere, including in the most climatically inhospitable areas. The Company’s technologies provide the ability to grow high margin produce for twelve (12) months of the year, with faster growing times and cost-effective energy management. As a result, clients will experience faster capital payback, enhanced profitability and compelling, consistent revenue growth.

Our product, AiFarm Connected, is essential especially for Crop Solution farmers in developing countries, who consist of a majorly of small scale farmers, as it will encourage the productivity of the field agents through the efforts of agro-input providers as a result of the production of improved fertilizers, pesticides, and seed rates, which would be customized for each farmer per their land needs. This is with the highest quality, certified disease free, high-yielding plantlets grown in a closed-controlled environment from both seeds and cuttings obtained by micropropagation.

For the developed world, conventional food production and distribution requires a tremendous amount of energy. Besides fueling farm machinery and transporting food, significant energy goes towards the production of artificial fertilizers and pesticides, andfarmers to the processing, packaging, and storing of food. Because commercial growers have evolved to depend upon the use of low-cost rural land, inefficient greenhouses, and low-cost fossil fuels to supply food to urban centers, they have not been designed to dealbe in tandem with the potential problems associatedlatest informational update, we anticipate to energy inflation. Over time, and with an annual rate of 7.33% energy inflation, this inherent inefficiency in food production and distribution has resulted in increased food prices. Extrapolating the 7.33% rate of inflation, energy costs are likely to double in the next ten years.

 

 

 

Environmental regulations have had no materially adverse effect on our operations to date, but no assurance can be given that environmental regulations will not, in the future, result in a curtailment of service or otherwise have a materially adverse effect on our business, financial condition or results of operation. Public interest in the protection of the environment has increased dramatically in recent years. The trend of more expansive and stricter environmental legislation and regulations could continue. To the extent that laws are enacted or other governmental action is taken that imposes environmental protection requirements that result in increased costs, our business and prospects could be adversely affected.

  

 

We currently do not have any patents or trademarks; and we are not party to any license, franchise, concession, or royalty agreements or any labor contracts.

 

 

In addition to our three (3) executive officers, we currently have five (5) part time employees.

 

 

 

This information is not required as a result of our status as a “small business issuer.”

 

 

We have no unresolved staff comments.

 

 

Our Hong Kong business office is located at Unit 503, 5F Silvercord Tower 2, 30 Canton Road, TST, Kowloon, Hong Kong.  This office is provided to us by our Chief Executive Officer, President and Director, Yuen May Cheung, at no cost to our Company.

 

As of the date of this report, we know of no material pending legal proceedings to which we are a party or of which any of our property is the subject. There are no proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

 

 

Our common stock has been quoted on the OTCQBPink Sheets under the symbol "EYTH. Prior to July 5, 2016, there was no active market for our common stock."AIFM”.

 

The market for our common stock is limited and can be volatile. The following table sets forth the high and low bid prices relating to our common stock on the OTCQB on a quarterly basis for the periods indicated, as reported by OTC Markets Group. The quotations reflect interdealer prices, without retail markup, markdown or commission, and may not represent actual transactions.

  

The last reported bid price of our common stock on the OTCQBPink Sheets on April 12, 2019,28, 2020, was $0.04.$0.11.

 

 

We have never declared or paid, and do not anticipate declaring or paying in the foreseeable future, any cash dividends on our capital stock. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then existing conditions, including our operating results, financial condition, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.

 

 

None

 

 

 

 

 

AIFarm, Ltd., formerly Eco Energy Tech Asia, Ltd. (the “Company” “we” or “us”) is a development stage company. We were incorporated under the laws of the state of Nevada on January 20, 2015. To date we have not generated any revenues. We have developed a proprietary growing system that designs and builds custom biodomes ranging in size appropriate for global commercial agricultural concerns as well as small local producers; delivering greater yields per meter than traditional single level greenhouse operations resulting from our multi-tier/multi-level growing system which permits us to grow a greater number of plants. Our fiscal year end is December 31.

 

On February 27, 2015, we entered into a Share Exchange Agreement to acquire 100% of the outstanding capital stock of Eco Energy Tech Asia, Ltd. (“EETA”), a Hong Kong corporation formed on December 27, 2012. Pursuant to the Share Exchange Agreement, we issued 20,000,000 shares of our common stock to the sole shareholder of EETA in exchange for 1,000,000 ordinary shares of EETA. The sole shareholder of EETA, Yuen May Cheung, is also our Chief Executive Officer, President and sole Director.  EETA is also the owner of 92.40%92.4% of the common stock of 7582919 Canada, Inc., a corporation originally formed pursuant to the laws of British Columbia, Canada on June 21, 2010, as Renergy Foods Canada, Inc. On March 6, 2012, Renergy Foods Canada, Inc. changed its name to NuAgri, Inc. On October 1, 2013, NuAgri, Inc. changed its name to 7582919 Canada, Inc.

The farmers are better enhanced using original designsAiFarm Digital Agriculture Service to collect and also install different sizescross-correlate a number of custom built Biodomes. These microgreen Biodomes enable diverse crops, vegetablesdata in an attempt to help them in making an informed and other high-end plantsefficient business operation decisions so that ROI can be achieved and improved agricultural product.

For the farmers to be cultivated within smaller spaces than traditional greenhousesin tandem with the latest informational update, we anticipate to design and agricultural buildings. The Biodomesimplement two technologies – IoT and drones for vertical farming and microgreen practice enables large and small producers to produce crops that would typically require more space, costs, and time. Our Biodomes and growing systems can deliver yields per metersynchronous data exchange between the systems.

 

The following chart provides an overview of our budgeted expenditures by significant area of activity over the next twelve (12) months, assuming we are able to attract sufficient debt or equity financing. There can be no assurance that we will be able to attract financing and we may be required to scale back operations accordingly.

 

The following table outlines the planned use of working capital and does not take Inventory expenses into account. If we are able to attract sufficient debt or equity financing and are successful in securing manufacturing facilities for BioDomesDrones Design and are able to secure orders, we will need to secure inventory financing. There can be no assurance that such financing will be available to us, and our inability to obtain such financing would materially impact our ability to execute our business plan as outlined in this Report.

 

 

During the following three (3) months, we expect to achieve the following:

 

Hiring● The commencement of the Architecture Companysecond phase of the development of the agriculture ecosystem.

● Weather station device and moisture soil system would be developed for the new design for Eco Container in China Project

 

 

During the following three (3) months, we expect to achieve the following:

 

Complete● Ensure that the agreement with Microgreen Chinaanalysis garnered from the system, Cropest is tested in terms of its functionality

● Ensure that the sales team and well trained in an attempt to elaborate a cooperation between ECO Energy and Microgreen China to sell the agricultural technology systems developed by Eco Energy in China and Korea This agreement completes the marketing alliance with European partners as Eco Energy lately already signed another marketing cooperation with the company Microgreen china to sell its technology in Asia.

 

● Artificial Light Control System: Measures available light conditionsIn a bid to get early feedback and automatically switches supplemental lighting on/off, when necessary;

● Carbon Dioxide Control System: RGB cameras to monitorsThe commencement of the sales of the Drone system and automatically adjusts carbon dioxide levels for optimal plant growth whensoftware, using the Biodome is sealed;

● Climate Control System: RGB cameras to monitors a varietyComplete the development of climate control parameters, automatically activatingboth Farm IoT products, i.e. the appropriate HVAC equipment in order to heat, cool, or dehumidifyweather station and the Biodome;

● Energy Control System: RGB cameras to monitors bothAligning the availabilitysales team for conference and energy requirements in the Biodome;

 

We do not currently have any arrangements for financing and we can provide no assurance to investors we will be able to find such financing. There can be no assurance that additional financing will be available to us, or on terms that are acceptable. Consequently, we may not be able to proceed with our intended business plans or complete the development and commercialization of our product.

 

 

For the year ended December 31, 2018,2019, the Company had a net loss of $109,795$547,097 compared to net income of $54,143$110,575 for the year ended December 31, 2017. The net income in 2017 is attributable to the gain on sale of property and equipment of $678,032 which was offset by higher general administrative expenses.2018.

 

 

Total expenses decreasedincreased to $487,134 for the year ended December 31,2019, as compared to $85,297 for the year ended December 31,2018, as31,2018. The increase is mainly due to $412,740 in consulting fees compared to $608,011 for the year ended December 31,2017. The decrease were primarily due to the Company having minimal operations in the current year as it had sold its land and building$19,635 in the prior year.

As at December 31, 2018,2019, the Company had cashcurrent assets of $97,118 as compared to cash$88,274 and current liabilities of $583,950 as at December 31, 2017. The Company had$3,481,646 for a working capital deficit of $3,493,602 as at December 31, 2018, The Company had a working capital deficit of $5,129,558 as at December 31, 2017. The decrease in working capital deficit as at December 31, 2018, as compared to December 31, 2017, was primarily due to the settlement and repayment of related party debt. The Company believes it has insufficient cash resources to meet its liquidity requirements for the next twelve months.$3,393,372 (2018 – 3,493,602).

We anticipate that our future liquidity requirements will arise from the need to fund our growth, pay our current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from private sources and/or debt financing.

 

Our independent auditors included an explanatory paragraph in their report on the accompanying consolidated financial statements expressing substantial doubt about our ability to continue as a going concern. Our consolidated financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.  

 

 

We have no off-balance sheet arrangements.

 

The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosures about contingent assets and liabilities. We base these estimates and assumptions on historical experience and on various other information and assumptions that are believed to be reasonable under the circumstance. Estimates and assumptions about future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as additional information is obtained, as more experience is acquired, as our operating environment changes and as new events occur. Our critical accounting policies are listed in the notes to our audited financial statements included in of this report on Form 10-K.

 

 

 

Reference is made to our consolidated financial statements, the notes thereto, and the report thereon, commencing on page F-1 of this Annual Report on Form 10-K, which consolidated financial statements, notes, and report are incorporated herein by reference.

 

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated 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 Annual Report on Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were not effective.

 

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP.

 

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will: (1) continue to use third party specialists to address shortfalls in staffing and to assist our company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel, and (3) may consider appointing outside directors and audit committee members in the future.

Management, including our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Our management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.

 

 

There were no changes in our internal control over financial reporting identified by management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements, errors, and instances of fraud, if any, within our company have been or will be prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because ofbecauseof simple error or mistake. Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, internal controls may become inadequate as a result of changes in conditions, or through the deterioration of the degree of compliance with policies or procedures.

 

 

 

 

Ms. Cheung, is our founder and our Chief Executive Officer, President and sole Director and has served in in such capacities since our inception in January of 2015. She has also served as Chief Executive Officer and President of our subsidiaries, EETA, since its inception in 2012, and 7582919 Canada, Inc, since its inception in 2010. Ms. Cheung currently devotes her full working time to the management and operations of our Company. Ms. Cheung was the co-founder of GuangNing ChangRong Bamboo & Wood Handicraft Products Co. Ltd, a factory and manufacturer, served as Director and owned by Ms. Cheung, since 2007, Ms. Cheung served as Director of Zhong Cui Investments Ltd., a marketing company, owned by Ms. Cheung since 2006. Ms. Cheung provides hands-on leadership, strategic direction and operations management with a focus on business development, exceptional quality management and fiscal accountability. Ms. Cheung attended Centennial College in Toronto, Canada from 1989-1991 where she received a Certificate of Accounting, and she also attended Chui Hai College in Hong Kong from 1984-1988 where she received a degree in Business Management. Ms. Cheung does not, and has not served as an officer or director of any other company required to file reports with the Securities and Exchange Commission.

From December 2012, until the present, Mr. Chan served as Executive Director for Willing International Capital (Shanghai) Co. Ltd. Willing International Capital is a consulting firm that provides financial advisory and accountancy services. From April 2011, until June 2012, Mr. Chan served as Vice President of Finance for Search Media Holdings, Ltd., a company listed on AMEX under the symbol “IDI”, and a leading nationwide multi-platform media company and one of the largest operators of integrated outdoor billboard and in-elevator advertising networks in China. From April, 2006 until March 2011, Mr. Chan initially served as Financial Controller and thereafter promoted to Financial Controller of Xinhua Sports & Entertainment (HK) Limited is a wholly-owned subsidiary of Xinhua Sports & Entertainment Limited, a China's leading diversified financial and entertainment media company, listed on the Nasdaq Global Market under the symbol "XSEL" on March 9, 2007. From June, 2004 until April, 2006, Mr. Chan served as Analyst, Business Area Controlling for Deutshe Bank AG, Hong Kong Branch where he was responsible for the integrity of the books and records and provision of financial information thereof for the relevant business line, involving the ongoing review and development of systems and processes to enable this to occur in an efficient and orderly manner. From November, 2000 until May, 2005, Mr. Chan served as Audit Department Accountant and was thereafter promoted to Audit Department Assistant Manager for the KPMG where he gained 3 years of audit experience in various industries. He also led teams of 3 to 10 persons to perform audit, IPO and due diligence. From September, 1999 through November, 2000, Mr. Chan was employed as a Staff Accountant for the firm of Deloitte Touche Tohmastu, where he took part in client engagements of varying sizes in different industries. He was responsible for revised voucher forms, audit planning and assisting in audit assignments and gained significant exposure in listed companies. Mr. Chan attended the University of Hong Kong from 1996 through 1999 where he earned a Bachelor of Business Administration Degree in Accounting and Finance. He is a member in good standing of the Association of Chartered Certified Accountants, the Hong Kong Society of Accountants and the Hong Kong Society of Financial Analysists. Except as set forth above, Mr. Chan has not served as an executive officer or director of any other company required to file reports with the Securities and Exchange Commission.

 

Our Bylaws provide that the Board of Directors shall consist of no less than 1, but not more than 9 directors. Each director serves until his successor is elected and qualified.

 

 

We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. Nor do we have an audit committee “financial expert.” As such, our entire Board of Directors acts as our audit committee and handles matters related to compensation and nominations of directors.

 

 

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.

 

 

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” Our determination of independence of directors is made using the definition of “independent director” contained in Rule 4200(a) (15) of the Marketplace Rules of the NASDAQ Stock Market (“NASDAQ”), even though such definitions do not currently apply to us because we are not listed on NASDAQ. We have determined that none of our directors currently meet the definition of “independent” as within the meaning of such rules as a result of their current positions as our executive officers.

 

We have no significant employees other than the executive officers/directors described above.

 

 

There are no familial relationships between our officers and directors.

 

 

No director, person nominated to become a director, executive officer, promoter or control person of our company has, during the last ten years: (i) been convicted in or is currently subject to a pending a criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.

 

We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Board of Directors or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. We believe that we are responsive to stockholder communications, and therefore have not considered it necessary to adopt a formal process for stockholder communications with our Board. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.

 

16(a) of the Securities Exchange Act of 1934 requires the Company directors and executive officers, and persons who own more than ten percent of the Company’s common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. The Company intends to ensure to the best of our ability that all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent (10%) beneficial owners are complied with in a timely fashion.

 

 

We have not paid since our inception, nor do we owe, any compensation to our executive officers or directors. There are no arrangements or employment agreements with our executive officer or directors pursuant to which they will be compensated now or in the future for any services provided as an executive officer, and we do not anticipate entering into any such arrangements or agreements with them in the foreseeable future.

 

 

We do not currently have a stock option plan or any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants of stock options or other equity incentive awards have been made to any executive officer or any director since our inception; accordingly, none were outstanding at December 31, 2018.2019.

 

 

There are currently no employments or other contracts or arrangements with our executive officers. There are no compensation plans or arrangements, including payments to be made by us, with respect to our officers, directors or consultants that would result from the resignation, retirement or any other termination of such directors, officers or consultants from us. There are no arrangements for directors, officers, employees or consultants that would result from a change-in-control.

 

 

 

 

 

We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws, and the address for each person listed in the table is c/o Eco Energy Tech Asia, Ltd., Unit 503, 15/F, Silvercord Tower 2, 30 Canton Road TST , Kowloon, Hong Kong.

The percentage ownership information shown in the table below is calculated based on 50,567,054676,827 shares of our common stock issued and outstanding as of the date of this Annual Report. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.

 

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our Company.

 

We do not have any issued and outstanding securities that are convertible into common stock. None of our stockholders are entitled to registration rights.

 

 

 

We were billed by our former independent public accounting firm, Saturna Group Chartered Professional Accountants LLP, for the following professional services they performed for us during the yearyears ended December 31, 2018,2019 and Centurion ZD CPA & Co, for the following professional services they performed for us during the year ended December 31, 20172018 as set forth in the table below. 

 

Our sole Director pre-approves all audit and non-audit services performed by the Company's auditor and the fees to be paid in connection with such services.

 

 

 

 

* Incorporated by reference from our Registration Statement on Form S-1, as amended, SEC File No. 333-207095 declared effective on November 12, 2015.