☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Nevada | 0100 | 47-3444723 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Large Accelerated Filer | ☐ | Accelerated Filer | ☐ |
Non-accelerated Filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | Yes ☒ |
Page | ||
PART I – FINANCIAL INFORMATION | ||
Item 1 | Consolidated Financial Statements | F-1 |
Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 3 |
Item 3 | Quantitative and Qualitative Disclosures About Market Risk | |
Item 4 | Controls and Procedures | |
PART II – OTHER INFORMATION | ||
Item 1 | Legal Proceedings | 7 |
Item 1A | Risk Factors | 7 |
Item 2 | Recent Sales of Unregistered | |
Item 3 | Defaults Upon Senior Securities | 7 |
Item 4 | Other Information | |
Item 5 | Exhibits | |
Signatures |
F-2 | ||||
Unaudited Condensed Consolidated Statements of Loss for the Three Months Ended March 31, 2019 and 2018 | F-3 | |||
Unaudited Condensed Consolidated Statements of | F-4 | |||
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2019 and 2018 | F-5 | |||
Notes to Unaudited Condensed Consolidated Financial Statements | F-6 to |
March 31, 2019 $ | December 31, 2018 $ | |
(unaudited) | ||
Assets | ||
Current assets | ||
Cash | 146,281 | 97,118 |
Total assets | 146,281 | 97,118 |
Liabilities | ||
Current liabilities | ||
Accounts payable and accrued liabilities | 39,107 | 6,370 |
Due to related parties (Note 3) | 3,553,807 | 3,584,350 |
Total liabilities | 3,592,914 | 3,590,720 |
Nature of operations and continuance of business (Note 1) | ||
Subsequent event (Note 5) | ||
Stockholders’ deficit | ||
Common stock, 75,000,000 shares authorized, $0.0001 par value 53,942,654 (2018 –50,567,054) shares issued and outstanding | 53,943 | 50,567 |
Additional paid-in capital | 3,012,638 | 2,907,384 |
Share subscriptions received | 59,241 | – |
Share subscriptions receivable | (5,400) | – |
Accumulated other comprehensive income | 734,710 | 714,858 |
Deficit | (5,756,296) | (5,620,946) |
Total Eco Energy Tech Asia, Ltd. stockholders’ deficit | (1,901,164) | (1,948,137) |
Non-controlling interest | (1,545,469) | (1,545,465) |
Total stockholders’ deficit | (3,446,633) | (3,493,602) |
Total liabilities and stockholders’ deficit | 146,281 | 97,118 |
Three months ended March 31, 2019 $ | Three months ended March 31, 2018 $ | |
Expenses | ||
General and administrative | 135,354 | 35,070 |
Total expenses | 135,354 | 35,070 |
Net loss | (135,354) | (35,070) |
Loss attributable to non-controlling interest | 4 | 794 |
Net loss attributable to Eco Energy Tech Asia, Ltd.. | (135,350) | (34,276) |
Comprehensive income (loss) | ||
Foreign currency translation gain (loss) | 19,852 | (53,849) |
Comprehensive loss for the period | (115,498) | (88,125) |
Loss per share attributable to Eco Energy Tech Asia, Ltd., basic and diluted | – | – |
Weighted average shares outstanding used in the calculation of net loss attributable to Eco Energy Tech Asia, Ltd. per common share | 52,709,471 | 25,806,967 |
September 30, | December 31, | |
2018 | 2017 | |
(Unaudited) | (Audited) | |
ASSETS | ||
Cash | $167,566 | $583,950 |
Total Current Assets | 167,566 | 583,950 |
Property and equipment, net | - | - |
Total Assets | $167,566 | $583,950 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Liabilities | ||
Accrued expenses | $2,299 | $2,303 |
Amount due to a director | 3,846,981 | 5,711,205 |
Total Liabilities | 3,849,280 | 5,713,508 |
SHAREHOLDERS' DEFICIT | ||
Common stock ($0.001 par value;authorized 75,000,000 shares, 50,233,388 and 24,458,757 shares, respectively issued and outstanding at September 30, 2018 and December 31, 2017) | 50,233 | 24,459 |
Additional paid-in capital | 2,875,198 | 1,403,490 |
Accumulated deficits | (5,562,179) | (5,511,151) |
Accumulated other comprehensive income | 500,500 | 498,329 |
Total Eco Energy Tech Asia, Ltd’s deficit | (2,136,248) | (3,584,873) |
Non-controlling interests | (1,545,466) | (1,544,685) |
Total Shareholders' Deficit | (3,681,714) | (5,129,558) |
Total Liabilities and Shareholders' Deficit | $167,566 | $583,950 |
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||
2018 | 2017 | 2018 | 2017 | |
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |
REVENUE | $- | $- | $- | $- |
COST OF REVENUES | - | - | - | - |
GROSS PROFIT | - | - | - | - |
OPERATING EXPENSES | ||||
General and administrative | (7,240) | (216,957) | (52,526) | (550,427) |
LOSS FROM OPERATIONS | (7,240) | (216,957) | (52,526) | (550,427) |
OTHER EXPENSES | ||||
Gain on disposal of fixed assets | - | 670,915 | - | 670,915 |
Interest income | 1 | 550 | 717 | 551 |
Interest expenses | - | - | - | (7,644) |
(LOSS) PROFIT BEFORE INCOME TAX | (7,239) | 454,508 | (51,809) | 113,395 |
Income tax expense | - | - | - | - |
NET (LOSS) PROFIT | (7,239) | 454,508 | (51,809) | 113,395 |
Net (loss) profit attributable to non-controlling interests | (5) | (35,686) | 781 | (12,133) |
NET (LOSS) PROFIT ATTRIBUTABLE TO STOCKHOLDERS | (7,234) | 418,822 | (51,028) | 101,262 |
OTHER COMPREHENSIVE (LOSS) INCOME | ||||
Foreign currency translation adjustments | (4,035) | 27,844 | 2,171 | 53,502 |
COMPREHENSIVE (LOSS) INCOME | $(11,269) | $446,666 | $(48,857) | $154,764 |
NET (LOSS) PROFIT PER COMMON STOCK: | ||||
Basic | $(0.000) | $0.019 | $(0.002) | $0.005 |
Diluted | $(0.000) | $0.019 | $(0.002) | $0.005 |
WEIGHTED AVERAGE COMMON STOCK OUTSTANDING: | ||||
Basic | 42,203,920 | 22,025,604 | 32,254,249 | 22,011,402 |
Diluted | 42,203,920 | 22,025,604 | 32,254,249 | 22,011,402 |
Common stock | |||||||||
Number of shares | Amount $ | Additional paid-in capital $ | Share subscriptions received $ | Share subscriptions receivable $ | Accumulated other comprehensive income $ | Deficit $ | Non-controlling interest $ | Total stockholders’ deficit $ | |
Balance, December 31, 2018 | 50,567,054 | 50,567 | 2,907,384 | – | – | 714,858 | (5,620,946) | (1,545,465) | (3,493,602) |
Common stock issued for cash | 3,375,600 | 3,376 | 105,254 | – | (5,400) | – | – | – | 103,230 |
Share subscriptions received | – | – | – | 59,241 | – | – | – | – | 59,241 |
Foreign currency translation gain | – | – | – | – | – | 19,852 | – | – | 19,852 |
Net loss for the period | – | – | – | – | – | – | (135,350) | (4) | (135,354) |
Balance, March 31, 2019 | 53,942,654 | 53,943 | 3,012,638 | 59,241 | (5,400) | 734,710 | (5,756,296) | (1,545,469) | (3,446,633) |
Common stock | Accumulated | ||||||
Number of shares | Amount | Additional paid-in capital | Accumulated deficit | other comprehensive income | Non-controlling interests | Total | |
Balance as of December 31, 2016 | 21,671,600 | $21,672 | $192,019 | $(5,565,294) | $451,097 | $(1,553,995) | $(6,454,501) |
Issuance of shares | 2,787,157 | 2,787 | 1,211,471 | - | - | - | 1,214,258 |
Net profit for the year | - | - | - | 54,143 | - | 9,310 | 63,453 |
Foreign currency translation adjustment | - | - | - | - | 47,232 | - | 47,232 |
Balance as of December 31, 2017 (Audited) | 24,458,757 | $24,459 | $1,403,490 | $(5,511,151) | $498,329 | $(1,544,685) | $(5,129,558) |
Issuance of shares | 25,774,631 | 25,774 | 1,471,708 | - | - | - | 1,497,482 |
Net loss for the period | - | - | - | (51,028) | - | (781) | (51,809) |
Foreign currency translation adjustment | - | - | - | - | 2,171 | - | 2,171 |
Balance as of September 30, 2018 (Unaudited) | 50,233,388 | $50,233 | $2,875,198 | $(5,562,179) | $500,500 | $(1,545,466) | $(3,681,714) |
Balance, December 31, 2017 | 24,458,757 | 24,459 | 1,403,490 | – | – | 498,329 | (5,511,151) | (1,544,685) | (5,129,558) |
Common stock issued for cash | 1,420,381 | 1,420 | 140,618 | – | – | – | – | – | 142,038 |
Share subscriptions receivable | – | – | – | – | – | – | – | – | – |
Share subscriptions received | – | – | – | – | – | – | – | – | – |
Foreign currency translation loss | – | – | – | – | – | (53,849) | – | – | (53,849) |
Net loss for the period | – | – | – | – | – | – | (34,276) | (794) | (35,070) |
Balance, March 31, 2018 | 25,879,138 | 25,879 | 1,544,108 | – | 444,480 | (5,545,427) | (1,545,479) | (5,076,439) |
Three months ended March 31, 2019 $ | Three months ended March 31, 2018 $ | |
Operating activities | ||
Net loss | (135,354) | (35,070) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | 32,737 | 2,300 |
Due to related parties | (30,543) | (60,761) |
Net cash used in operating activities | (133,160) | (93,531) |
Financing activities | ||
Proceeds from issuance of common shares / share subscriptions received | 162,471 | 142,038 |
Net cash provided by financing activities | 162,471 | 142,038 |
Effect of foreign exchange rate changes on cash | 19,852 | (14,289) |
Change in cash | 49,163 | 34,218 |
Cash, beginning of period | 97,118 | 583,950 |
Cash, end of period | 146,281 | 618,168 |
Supplemental disclosures: | ||
Interest paid | – | – |
Income taxes paid | – | – |
For The Nine Months Ended September 30, | ||
2018 | 2017 | |
(Unaudited) | (Unaudited) | |
Cash Flows from Operating Activities | ||
Net (loss) profit | $(51,809) | $113,395 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | - | 10,370 |
Gain on disposal of fixed assets | - | (670,915) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | - | 456 |
Accrued expenses and other payables | - | (11,508) |
Net Cash Used In Operating Activities | $(51,809) | $(558,202) |
Cash Flows from Investing Activity | ||
Sale proceeds of fixed assets disposals | - | 1,261,984 |
Net Cash Provided By Investing Activity | $- | $1,261,984 |
Cash Flows from Financing Activities | ||
Issuance of common stock | $1,497,482 | $316,462 |
(Repayment) Advance from a director | (1,849,046) | 101,966 |
Repayment of mortgage loans | - | (622,339) |
Net Cash Used In Financing Activities | $(351,564))) | $(203,911) |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | $(13,011) | $25,655 |
Net (Decrease) Increase In Cash and Cash Equivalents | (403,373) | 499,871 |
Cash and Cash Equivalents at Beginning of Period | 583,950 | 112,923 |
Cash and Cash Equivalents at End of Period | $167,566 | $638,449 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for: | ||
Interest expenses | $- | $7,725 |
Income taxes | $- | $- |
September 30 | December 31 | September 30 | |
2018 | 2017 | 2017 | |
Exchange rate on balance sheet dates | |||
USD : CAD exchange rate | 1.2901 | 1.2573 | 1.2468 |
Average exchange rate for the period | |||
USD : CAD exchange rate | 1.2872 | 1.2937 | 1.3075 |
September 30 | December 31 | September 30 | |
2018 | 2017 | 2017 | |
Exchange rate on balance sheet dates | |||
USD : HKD exchange rate | 7.8281 | 7.8118 | 7.8115 |
Average exchange rate for the period | |||
USD : HKD exchange rate | 7.8400 | 7.7973 | 7.7869 |
September 30, | December 31, | |
2018 | 2017 | |
(Unaudited) | (Audited) | |
Bio domes | $76,036 | $76,036 |
Machinery and equipment | 11,738 | 11,738 |
$87,774 | $87,774 | |
Less: accumulated depreciation | (52,057) | (52,057) |
Less: accumulated impairment | (35,717) | (35,717) |
Property and equipment, net | $- | $- |
September 30, | December 31, | |
2018 | 2017 | |
(Unaudited) | (Audited) | |
Accrued professional fees$ | 2,299 | $2,303 |
For the three months ended September 30, | For the nine months ended September 30, | |||
2018 | 2017 | 2018 | 2017 | |
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |
Net (loss) profit available to common stockholders for basic and diluted net loss per share of common stock | $(7,234) | $418,822 | $(51,028) | $101,262 |
Weighted average common stock outstanding – basic | 42,203,920 | 22,025,604 | 32,254,249 | 22,011,402 |
Effect of dilutive securities | - | - | - | - |
Weighted average common stock outstanding – diluted | 42,203,920 | 22,025,604 | 32,254,249 | 22,011,402 |
Net (loss) profit per common stock –basic | $(0.000) | $0.019 | $(0.002) | $0.005 |
Net (loss) profit per common stock – diluted | $(0.000) | $0.019 | $(0.002) | $0.005 |
September 30, | December 31, | |
2018 | 2017 | |
(Unaudited) | (Audited) | |
At beginning of year | $5,711,205 | $6,534,040 |
Repayment from the director | (1,864,224) | (822,835) |
At end of year | $3,846,981 | $5,711,205 |
Months 1-3 | Months 4 - 6 | Months 7-9 | Months 10-12 | Total 12 months | |
Rental | $30,000 | $30,000 | $30,000 | $30,000 | $120,000 |
Payroll | $80,000 | $80,000 | $100,000 | $120,000 | $380,000 |
Loans | $5,000 | $5,000 | $5,000 | $5,000 | $20,000 |
Supplies | $50,000 | $45,000 | $40,000 | $40,000 | $175,000 |
Utilities | $12,000 | $15,000 | $18,000 | $25,000 | $70,000 |
Accounting | $10,000 | $10,000 | $10,000 | $10,000 | $40,000 |
Legal | $15,000 | $9,000 | $9,000 | $9,000 | $42,000 |
Auditing | $6,000 | $6,000 | $6,000 | $6,000 | $24,000 |
CFO | $15,000 | $15,000 | $15,000 | $15,000 | $60,000 |
VP Sales | $18,000 | $21,000 | $21,000 | $21,000 | $81,000 |
Consulting | $5,000 | $5,000 | $5,000 | $5,000 | $20,000 |
Project Management | $12,000 | $12,000 | $12,000 | $12,000 | $48,000 |
Product Development | $50,000 | $40,000 | $40,000 | $40,000 | $170,000 |
Engineering | $30,000 | $30,000 | $15,000 | $15,000 | $90,000 |
Mechanical | $50,000 | $50,000 | $30,000 | $30,000 | $160,000 |
Electrical | $30,000 | $40,000 | $40,000 | $50,000 | $160,000 |
Software | $30,000 | $20,000 | $20,000 | $20,000 | $90,000 |
Marketing | $15,000 | $20,000 | $30,000 | $50,000 | $115,000 |
Advertising | $50,000 | $100,000 | $150,000 | $200,000 | $500,000 |
Promotion | $50,000 | $60,000 | $80,000 | $120,000 | $310,000 |
Investor Relations | $60,000 | $80,000 | $100,000 | $150,000 | $390,000 |
Total Expenditures | $623,000 | $693,000 | $776,000 | $973,000 | $3,065,000 |
Months 1-3 | Months 2-6 | Months 7-9 | Months 10-12 | Total | |
Loans | $5,000 | $5,000 | $5,000 | $5,000 | $20,000 |
Supplies | $20,000 | $20,000 | $20,000 | $20,000 | $80,000 |
Utilities | $12,000 | $15,000 | $17,000 | $20,000 | $64,000 |
Accounting | $5,000 | $5,000 | $5,000 | $10,000 | $25,000 |
Legal | $10,000 | $10,000 | $10,000 | $10,000 | $40,000 |
Auditing | $5,000 | $5,000 | $5,000 | $10,000 | $25,000 |
CFO | $15,000 | $15,000 | $15,000 | $15,000 | $60,000 |
VP Sales | $18,000 | $21,000 | $21,000 | $21,000 | $81,000 |
Consulting | $10,000 | $10,000 | $10,000 | $10,000 | $40,000 |
Project Management | $12,000 | $12,000 | $12,000 | $12,000 | $48,000 |
Product Development | $50,000 | $40,000 | $40,000 | $40,000 | $170,000 |
Engineering | $30,000 | $30,000 | $15,000 | $15,000 | $90,000 |
Mechanical | $50,000 | $50,000 | $30,000 | $30,000 | $160,000 |
Electrical | $30,000 | $40,000 | $40,000 | $50,000 | $160,000 |
Software | $30,000 | $40,000 | $50,000 | $60,000 | $180,000 |
Marketing | $30,000 | $30,000 | $40,000 | $40,000 | $140,000 |
Advertising | $50,000 | $80,000 | $100,000 | $150,000 | $380,000 |
Promotion | $50,000 | $60,000 | $80,000 | $120,000 | $310,000 |
Investor Relations | $60,000 | $80,000 | $100,000 | $150,000 | $390,000 |
Total Expenditures | $562,000 | $648,000 | $705,000 | $878,000 | $2,793,000 |
Exhibit | Description | |
| ||||
Date: May 20, 2019 | By: | /s/ Yuen May Cheung | ||
Yuen May Cheung | ||||
President, Chief Executive Officer and Director (Principal Executive Officer) |
Date: May 20, 2019 | By: | /s/ Philip K.H. Chan |
Philip K.H. Chan | ||
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |