UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
(Mark One)
  
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2018March 31, 2019
 
or
  
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from to
 
Commission File Number: 001-37630
 
ECO ENERGY TECH ASIA, LTD.

(Exact name of Registrant as specified in its charter)
 
  Nevada 0100 47-3444723
(State or other jurisdiction of incorporation
or organization)
 
(Primary Standard Industrial Classification
Code Number)
 
(I.R.S. Employer
Identification Number)
 
 Unit 503, 5/F, Silvercord Tower 2,
30 Canton Road, TST,
Kowloon, Hong Kong
(852) 91235575

(Address, including zip code, and telephone number, including area code,
of Registrant’s principal executive offices)
  
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (Exchange Act) 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 Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 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, or a smaller reporting company. See the definition of “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large Accelerated Filer☐Accelerated Filer☐
    
Non-accelerated Filer☐     (Do not check if a smaller reporting company)Smaller reporting companyYes  ☒
 
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 ☒
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
As of the date of filing of this report, there were outstanding 50,233,38853,942,654 shares of the issuer’s common stock, par value $0.001 per share.
 
 
 1
 
1
 

TABLE OF CONTENTS
 
  Page
PART I – FINANCIAL INFORMATION   
   
Item 1Consolidated Financial StatementsF-1
   
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations3
   
Item 3Quantitative and Qualitative Disclosures About Market Risk 116
   
Item 4Controls and Procedures 116
   
PART II – OTHER INFORMATION   
   
Item 1Legal Proceedings11
7
   
Item 1ARisk Factors11
7
   
Item 2Recent Sales of Unregistered Sale of Equity Securities and Use of Proceeds 117
   
Item 3Defaults Upon Senior Securities12
7
   
Item 4Other Information 128
   
Item 5Exhibits 128
   
 Signatures 128
 
 
 
 
 
 
 
 
 
 
2
 
 
PART I – FINANCIAL INFORMATION
 
 
Item 1.    Consolidated Financial Statements
 
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Item Regulation S-X, Rule 10-01(c) Interim Financial Statements, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with U.S. generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the ninethree months ended September 30, 2018,March 31, 2019, are not necessarily indicative of the results that can be expected for the year ended December 31, 2018.
 


 
ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIESLTD.
Condensed Consolidated Financial Statements
Three Months Ended March 31, 2019 and 2018
(Expressed in U.S. dollars)
(unaudited)
 
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Nine Months Ended September 30, 2018 and 2017
 
CONTENTS
 
     
Unaudited Condensed Consolidated Statements of Financial Statements F-1
Unaudited Condensed Consolidated Balance Sheets
Position as of March 31, 2019 (unaudited) and December 31, 2018		   F-2  
  
Unaudited Condensed Consolidated Statements of (Loss) IncomeOperations and Comprehensive (Loss) Income
Loss for the Three Months Ended March 31, 2019 and 2018
   F-3  
  
Unaudited Condensed Consolidated Statements of Shareholders EquityShareholders' Deficit for the Three Months Ended March 31, 2019 and 2018
   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 F-14F-7  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
F-1
ECO ENERGY TECH ASIA, LTD.
Condensed consolidated statements of financial position
(Expressed in U.S. dollars)
 
 
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 
(The accompanying notes are an integral part of these condensed consolidated financial statements)
F-2
ECO ENERGY TECH ASIA, LTD.
Condensed consolidated statements of operations and comprehensive loss
(Expressed in U.S. dollars)
(unaudited)
 
 
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 
 
 
 
 
 
 
 
 
 
 
 
(The accompanying notes are an integral part of these condensed consolidated financial statements)
 
 
  F-1

ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in US Dollars)
 
 
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 
See notes to unaudited condensed consolidated financial statements
  F-2
ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME
(Stated in US Dollars)
 
 
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 
See notes to unaudited condensed consolidated financial statements
F-3
 
ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIESLTD.
Condensed consolidated statements of stockholders’ deficit
(Expressed in U.S. dollars)
(unaudited)
 
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

 
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)
 
For the Nine Months Ended September 30, 2018 and Year Ended December 31, 2017
(Stated in US Dollars)
 
 
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)
 
    
    
    
    
    
    
    
See notes to unaudited condensed consolidated financial statements
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)
 
 
(The accompanying notes are an integral part of these condensed consolidated financial statements)
F-4
 
ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIESLTD.
Condensed consolidated statements of cash flows
(Expressed in U.S. dollars)
(Unaudited)
 
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
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 and 2017
 
(Stated in US Dollars)
 
 
 
 
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
 $- 
 $- 
(The accompanying notes are an integral part of these condensed consolidated financial statements)
 
See notes
F-5
ECO ENERGY TECH ASIA, LTD.
Notes to unauditedthe condensed consolidated financial statements
Three months ended March 31, 2019 and 2018
 F-5
(Expressed in U.S. dollars)
(unaudited)
 
1.
ECO ENERGY TECH ASIA, LTDNATURE OF OPERATIONS AND SUBSIDIARIESCONTINUANCE OF BUSINESS
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
(Stated in US Dollars)
NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES
 
Eco Energy Tech Asia, Ltd (individually “ECO” and collectively with its subsidiaries, theLtd. (the “Company”) was incorporated under the laws ofin the State of Nevada on January 20, 2015.
 
On February 27, 2015, ECO entered into a Share Exchange Agreement with Eco Energy Tech Asia Limited (“EETA”) to issue 20,000,000 shares of its common stock to the shareholder of EETA in exchange for 100% of the EETA shares owned by the shareholder. Upon the consummation of the share exchange agreement, ECO became the holding company of EETA and EETA became a wholly-owned subsidiary of ECO.
EETA was incorporated under the laws of Hong Kong on December 27, 2012. The wholly-owned subsidiary of EETA, 3986489 Canada Inc. (“3CI”) was incorporated in Surrey, British Columbia of Canada on December 17, 2001, which acquires 60% equity interests of 7582919 Canada Inc. (“7CI”) on June 21, 2014. EETA and 3CI are engaged in investment holding.
7CI was incorporated in Surrey, British Columbia of Canada on June 21, 2010. The initial name was 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. 7CI is engaged in developing 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.
On June 30, 2016, 3CI further acquired the equity interests of 7CI from 83.48% to 92.40%.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company maintains its general ledger and journals with the accrual method accounting for financial reporting purposes. The unauditedaccompanying condensed consolidated financial statements and notes are representations of management. Accounting policies adopted by the Company conform to generally accepted accounting principlesshould be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the United States of America and have been consistently applied inCompany’s Annual Report on Form 10-K for the presentation of unaudited condensed consolidated financial statements. These financial statements include all adjustments that, infiscal year ended December 31, 2018. In the opinion of management, are necessary in order to make them not misleading.
Principles of consolidation
The unauditedthe accompanying condensed consolidated financial statements give effectreflect all adjustments of a recurring nature considered necessary to present fairly the Share Exchange Transaction as if occurred atCompany’s financial position and the beginningresults of its operations and its cash flows for the periods presented and include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.
Use of estimatesshown.
 
The preparation of thethese condensed consolidated financial statements in conformityaccordance with accounting principles generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.reported. Actual results could differ materially from thesethose estimates. Significant estimates include the useful life of property and equipment, and assumptions used in assessing impairment of long-term assets.
  F-6
ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
 (Stated in US Dollars)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Fair value of financial instruments
The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
●Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
●Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data.
●Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
The carrying amounts reported in the balance sheets for cash, due from related parties, other assets, accrued expenses, other payables, and due to related parties approximate their fair market value based on the short-term maturity of these instruments. The Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017.
ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.
Cash
The Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents.
Property and equipment
Property and equipment are carried at cost and are depreciated on a straight-line basis (after taking into account their respective estimated residual value) over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.
The estimated useful lives are as follows: 
Biodomes10 years
Machinery and equipment5 years
  F-7
ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
 (Stated in US Dollars)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Impairment of long-lived assets
The Group periodically evaluates the carrying value of long-lived assets to be held and used, when events and circumstances such a review, pursuant to the guidelines established in FASB ASC 360. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair market values are reduced for the cost to dispose.
Revenue recognition
The Company generates its revenue from sales of biodomes, sales of propagation services, and sales of produces. Pursuant to the guidance of ASC Topic 605 and ASC Topic 360, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured, and no significant obligations remain.
Advertising
Advertising is expensed as incurred and is included in selling expenses on the accompanying consolidated statements of loss and comprehensive loss. Advertising expenses amounted to $nil and $193,638, respectively for the nine months ended September 30, 2018 and 2017. And advertising expenses amounted to $nil and $51,643, respectively for the three months ended September 30, 2018 and 2017.
Employee benefits
The Company’s operations and employees are located in Hong Kong and Canada. The Company makes mandatory contributions to the local government’s health, retirement benefit and unemployment funds in accordance with the relevant domestic social security laws. The costs of these payments are charged to income in the same period as the related salary costs and are not material.
Income taxes
The Company is governed by the Income Tax Law of Hong Kong and Canada. The Company accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
The Company applied the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of September 30, 2018 and December 31, 2017, the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.
The Company is subject to harmonized sales tax (“HST”). The applicable HST rate is 12% for agricultural products sold in the Canada. The amount of HST liability is determined by applying the applicable tax rate to the amount of goods sold (output HST) less HST accrued on purchases made with the relevant supporting invoices (input HST).

  F-8
ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
 (Stated in US Dollars)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Foreign currency translation
The accompanying consolidated financial statements are presented in U.S. dollars (“USD”). The reporting currency of the Company is the USD. The functional currency of EETA is Hong Kong dollars (“HKD”), the functional currency of CI located in Canada is the Canadian dollars (“CAD”). For the subsidiaries whose functional currencies are the HKD or CAD, results of operations and cash flows for the periods shown are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the endnot necessarily indicative of the period, and equity is translated at historical exchange rates. As a result, amounts relatingresults to assets and liabilities reported onbe expected for the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income. full year.
 
All of the Company’s revenue transactions are transacted in the functional currency. The Company does not enter any material transaction in foreign currencies and, accordingly, transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company.
The exchange rates used to translate amounts in CAD into USD for the purposes of preparing theThese condensed consolidated financial statements were as follows:
 
 
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 
have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The exchange rates used to translate amounts in HKD into USD for the purposes of preparing the consolidated financial statements were as follows:
 
 
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 
Earnings per share
ASC 260 “Earnings per Share,” requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliationcontinuation of the numerator and denominatorCompany as a going concern is dependent upon the continued financial support from its shareholders, the ability of the basic EPS computationCompany to obtain necessary equity financing to continue operations, and the numerator and denominatorattainment of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.
Basic net income per share is computed by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted income per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.
 F-9
ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
 (Stated in US Dollars)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Accumulated other comprehensive loss
Comprehensive loss is comprised of net loss and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive loss for the nine months ended September 30, 2018 and 2017 included net loss and unrealized loss from foreign currency translation adjustments.
Related party transactions
A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities including such person’s immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Recent accounting pronouncements
The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information.
NOTE 3 – GOING CONCERN
profitable operations. As shown in the accompanying consolidated financial statements,at March 31, 2019, the Company has not generated any revenues, has a net lossworking capital deficit of $51,809 for the nine months ended September 30, 2018$3,446,633, and has an accumulated deficit of ($5,562,179) as of September 30, 2018.$5,756,296. The Company also experienced insufficient cash flows from operationscurrently has limited liquidity, and will be required continuous financial support fromhas not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors raise substantial doubt regarding the shareholders. The Company will need to raise capital to fund its operations until it is able to generate sufficient revenue to support the future development. Moreover, the Company may be continuously raising capital through the sale of debt and equity securities.
The Company’s ability to achieve these objectives cannot be determined at this stage. If the Company is unsuccessful in its endeavors, it may be forced to cease operations.continue as a going concern. These condensed consolidated financial statements do not include any adjustments that might result from this uncertainty which may include adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classificationsclassification of liabilities that might be necessary should the Company be unable to continue as a going concern.
 
2.
SIGNIFICANT ACCOUNTING POLICIES
(a)
Basis of Presentation and Consolidation
These factorscondensed consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. These condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, EETA and 3CT, and 92.4% owned subsidiary 7CI. All inter-company balances and transactions have raised substantial doubt aboutbeen eliminated on consolidation.
(b)
Recent Accounting Pronouncements
In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, “Leases”. This new guidance was initiated as a joint project with the International Accounting Standards Board to simplify lease accounting and improve the quality of and comparability of financial information for users. This new guidance would eliminate the concept of off-balance sheet treatment for “operating leases” for lessees for the vast majority of lease contracts. Under ASU No. 2016-02, at inception, a lessee must classify all leases with a term of over one year as either finance or operating, with both classifications resulting in the recognition of a defined “right-of-use” asset and a lease liability on the balance sheet. However, recognition in the income statement will differ depending on the lease classification, with finance leases recognizing the amortization of the right-of-use asset separate from the interest on the lease liability and operating leases recognizing a single total lease expense. Lessor accounting under ASU No. 2016-02 would be substantially unchanged from the previous lease requirements under GAAP. ASU No. 2016-02 will take effect for public companies in fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted and for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, lessees and lessors must apply a modified retrospective transition approach. The adoption of this standard did not have any impact on the Company’s ability to continue as a going concern. There can be no assurances that the Company will be able to obtain adequate financing or achieve profitability. Theseconsolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
statements.
 
 F-10
F-6
 
ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIESLTD.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNotes to the condensed consolidated financial statements
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
 (Stated in US Dollars)
NOTE 4 – PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
 
 
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
 $- 
 $- 
 
    
    
For the year ended December 31, 2016, the Company recorded an impairment loss of bio domes in the amount of $35,717.
For the nineThree months ended September 30,March 31, 2019 and 2018 and 2017, depreciation expense amounted to $nil and $10,370, respectively. And for the three months ended September 30, 2018 and 2017, depreciation expenses amounted to $nil and $nil, respectively.
(Expressed in U.S. dollars)
(unaudited)
NOTE 5 – ACCRUED EXPENSES
2.
SIGNIFICANT ACCOUNTING POLICIES (continued)
Accrued expenses consisted of the following:
 
 
September 30,
 
 
December 31,
 
 
 
2018
 
 
2017
 
 
 
(Unaudited)
 
 
(Audited)
 
 
 
 
 
 
 
 
Accrued professional fees$
  2,299 
 $2,303 
 
    
    
 
  F-11(b)
Recent Accounting Pronouncements (continued)
ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
 (Stated in US Dollars)
 
NOTE 6 - TAXATIONIn August 2018, the FASB issued guidance to improve the effectiveness of fair value measurement disclosures by removing or modifying certain disclosure requirements and adding other requirements. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Certain amendments should be applied prospectively, while all other amendments should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of the new guidance.
 
The Company has not recognized an income tax benefit forimplemented all new accounting pronouncements that are in effect and that may impact its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. For the nine months ended September 30, 2018 and 2017, the Company incurred losses, resulting from operating activities, which result in deferred tax assets at the effective statutory rates. The deferred tax asset has been off-set by an equal valuation allowance.
The Company was incorporated in the State of Nevada. The Company did not generate taxable income in the US for the nine months ended September 30, 2018 and 2017.
EETA was incorporated under the laws of Hong Kong. EETA did not generate taxable income in the Hong Kong for the nine months ended September 30, 2018 and 2017.
3CI and 7CI were incorporated in Surrey, British Columbia of Canada. 3CI and 7CI did not generate taxable income in the Canada for the nine months ended September 30, 2018 and 2017.
NOTE 7 – COMMON STOCK
The Company issued 20,000,000 shares of common stock pursuant to the Share Exchange Agreement on February 27, 2015, and issued a total of 650,000 shares to 41 separate foreign shareholders on April 24, 2015, pursuant to a private placement of common stock exempt from registration under Regulation S of the Securities Act of 1933, for total proceeds of approximately $6,500.
As of December 31, 2017, 2,787,157 shares of common stock were issued by the Company to 182 separate foreign shareholders, pursuant to a private placement of common stock exempt from registration under Regulation S of the Securities Act of 1933, for an aggregate value of $1,214,258.
As of September 30, 2018, 25,774,631 shares of common stock were issued by the Company to 104 separate foreign shareholders, pursuant to a private placement of common stock exempt from registration under Regulation S of the Securities Act of 1933, for an aggregate value of $1,497,482.
As of September 30, 2018, there were 50,233,388 shares of common stock issued and outstanding.

  F-12
ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
 (Stated in US Dollars)
NOTE 8 – EARNINGS PER SHARE
The following table presents a reconciliation of basic and diluted net loss per share:
 
 
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 
NOTE 9 - RELATED PARTY TRANSACTIONS
9.1 Nature of relationships with related party
NameRelationships with the Company
Cheung Yuen MayDirector
9.2 Related party balances and transactions
Amount due to Cheung Yuen May were $3,846,981 and $5,711,205, respectively as at September 30, 2018 and December 31, 2017. The amount is unsecured, interest freeconsolidated financial statements and does not believe that there are any other new accounting pronouncements that have a fixed repayment date.
A summary of changes in the amount due to Cheung Yuen May is as follows:
 
 
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 
  F-13
ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
 (Stated in US Dollars)
NOTE 10 – COMMITMENTS AND CONTINGENCIES
Operating lease commitments
As of September 30, 2018, the Company did not have commitments and contingency liability.
Legal proceeding
The Company is not currently a party to any legal proceeding, investigation or claim which, in the opinion of the management, is likely tobeen issued that might have a material adverse effectimpact on the business,its financial conditionposition or results of operations.
 
3.
NOTE 11 - SUBSEQUENT EVENTSRELATED PARTY TRANSACTIONS
 
There were no events or transactions other than those disclosed in this report, if any, that would require recognition or disclosure in our consolidated financial statements for
(a)
As at March 31, 2019, the nineCompany owed $3,478,957 (December 31, 2018 – $3,511,058) to the President of the Company which is non-interest bearing, unsecured, and due on demand.
(b)
As at March 31, 2019, the Company owed $74,850 (December 31, 2018 - $73,292) to the brother of the President of the Company, which is non-interest bearing, unsecured, and due on demand.
4.
COMMON STOCK
During the three months ended September 30, 2018.March 31, 2019, the Company issued 3,375,600 shares of common stock for proceeds of $108,629.
 
5.
SUBSQUENT EVENT
 
Subsequent to March 31, 2019, the Company received share subscription proceeds of $35,742.
 
 
 
 
 
 F-14
F-7
 
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of such financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate these estimates, including those related to useful lives of real estate assets, bad debts, impairment, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will not differ from those estimates. The analysis set forth below is provided pursuant to applicable SEC regulations and is not intended to serve as a basis for projections of future events. See “Cautionary Statement Regarding Forward Looking Statements” above.
 
Plan of Operations
 
Company Summary
 
Eco Energy Tech Asia, Ltd. is a development stage company. We were incorporated under the laws of the state of Nevada on January 20, 2015. 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% 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.
 
Our business offices are currently located at Unit 503, 5/F Silvercord Tower 2, 30 Canton Road TST, Kowloon, Hong Kong. Our telephone number is (852) 91235575.
 
We have three (3) executive officers, Yuen May Cheung, our Chief Executive Officer and President, Philip K.H. Chan, our Chief Financial Officer, and Thomas Colclough, our Chief Operating Officer. Yuen May Cheung is our sole Director.
 
We are a development stage company that has generated no revenues and has had limited operations to date. From January 20, 2015 (date of inception) to DecemberMarch 31, 2017,2019, we have incurred accumulated net losses of $5,511,151.$5,756,296. As of DecemberMarch 31, 2017,2019, we had $583,950$146,281 in current assets and current liabilities of $5,713,508.$3,592,914. Through DecemberMarch 31, 2017,2019, we have issued an aggregate of 24,458,75753,942,654 shares of our common stock since our inception.
 
We issued 20,000,000 shares of common stock pursuant to the Share Exchange Agreement on February 27, 2015, and issuedOn July 5, 2017, 7582919 Canada, Inc. (“7582919”), a total of 650,000 shares to 41 separate foreign shareholders on April 24, 2015, pursuant to a private placement of common stock exempt from registration under Regulation Ssubsidiary of the Securities ActCompany, consummated the sale of 1933,a parcel of real property located at 4174 184th Street, Surrey, British Columbia, Canada, V3Z 1B7. The purchase price was $1,650,000 (CN). 7582919 received $1,000,868.70 (CN) equivalent to $1,275,372, and got a gain on disposal of $678,032 after deduction for total proceedspayment of approximately $6,500.the outstanding mortgage, real estate commissions and other related closing expenses.
 
Our Business
Eco Energy Tech Asia, Ltd. was initially established as atechnological solution providing enterprise, through intense research and development, a proprietary growing system that builds and develops custom biodomes with diverse sizes for global agricultural use, especially for the smallholder farmers.This innovative product promises greater agriproduct returns over the conventional single level greenhouse operations. This operation permits multistage/multi-phase planting systems which encourages growing and monitoring diverse plants. Furthermore, this connotes our anticipation and preparation for the Connected Crop Solution in 2019 where Digital Agricultural Ecosystem is feasible.
As of 2019, we have diversified into the creation of two major innovative advancements in the market through the combination of digital technologies such big data analytics, Internet of Things (IoT), visualization capabilities and more informed knowledge concerning the industry to AIFarm Digital Agriculture Service and Aifarm Connected Crop Solution. The essence of this towards the advancement of large-scale agricultural production.
 
3
 
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)- continued
The farmers are better enhanced using AiFarm Digital Agriculture Service to collect and cross-correlate a number of data in an attempt to help them in making an informed and efficient business operation decisions so that ROI can be achieved and improved agricultural product.
 
Our Businessproduct, 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 ultimate goal of improving productivity.
 
Eco Energy Tech Asia, Ltd. is and end-to-end vertical farming provider that manufacturesFor the highest quality Biodomes for vertical commercial growing solutions. The solutions include the following proprietary goods and services: Biodomes: We develop proprietary growing systems using original designs and also install different sizes of custom built Biodomes. These microgreen Biodomes enable diverse crops, vegetables and other high-end plantsfarmers 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 meter of at most five timessynchronous data exchange between the production point of a conventional greenhouse operation. The products comprise of two systems: the containers and Biodome.systems.
 
Expenditures
 
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.
 
 
 
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 
 
 
4
 
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)- continued
 
Milestones
 
Months 1 through 3
 
During the first three (3) months we plan to:
 
o
Development on the New Solar Biodome and Bio Container with solar energy factories in China
oApply the application of the trademark of the Biodome mobile App
oComplete for Trademark registration in China and process the application of patent in
oEnter into contract with a factory and the contractor for the first Solar Biodome development in China
oSetting up the sale team for the Canada Office
oHire three engineering staff in China
●
Shift our office of operation from China to USA
Biodome II
●
We design and build climate-controlled Biodomes with Vertical Aeroponic Growing Cabinets that mitigateAs the risks associated with growing vegetables, herbs, microgreens, and fruits. Biodome can be designed to incorporate retail areas and be situated at ground level, on rooftops in urban areas, or in virtually any geographic location. Revenues will be generated from the salefirst phase of Biodome, Vertical Aeroponic Growing Cabinets, nutrient solutions, and support media.  It is our intention to make the necessary modifications to the system, namelyoperation, the development of agricultural ecosystem would be prioritized.
●
There would be a BioDome II, to makedevelopment of new and responsive website - cropest.com
●
There would be tendering of the system work fasterapplication of Cropest TM as a trademark in North America for its approval.
●
There would be a development of website and control better, but we will need to source components, make engineering refinements,mobile app while in the USA through outsourcing and have molds for mass production made.
Testing of Nutrition Solution
We have developed a naturally derived nutrient solution to grow healthy and good tasting produce rich in nutrients. The basic nutrients required for plant growth are dividedentering into two main categories:
● Macronutrients: Nitrogen, calcium, potassium, magnesium, phosphorus, and Sulphur; and;
● Micronutrients: Iron, zinc, molybdenum, selenium, manganese, boron, copper, cobalt, and chlorine.
And we added up a New Pi-water system into the Nutrients for plants
We have engaged China Agricultural Labs to test the fluid and develop the system to produce the nutrition fluid. 
Complete Trademark (神农殿) (means ‘God of Vega Palace’) Registration in China , we just finished three departments, still working on other two.—We successfully applied the tradename but not included the IT marketing for our APP( we can use the tradename for Agriculture useful but not for internet marketing), so we applying another tradename for digital marketing usage, it will take 8-12 months to finish.
File for trademark protection in China to protect our business name, product names, domain names, logos and slogans still in process. We anticipate the completion of this process within three months.
Contract to build the first Biodome in Southern China
We are currently negotiating a contract with a company in Southern China for a 200 acres of agriculture land foot where we can build a 100,000 sq. ft. Green House building that can producing 400 tons of vegetables per month. We have developed a proprietary, patent-pending aeroponic growing cabinet in which crops of various sizes can be cultivated vertically in multiple layers. This growing arrangement increases plant density. Based on a variety of plant sizes, an Eco Energy Biodome will hold between 100,000 and 300,000 plants, all in a footprint comprising less than a third of an acre.software developing company.
 5
●
There would be the design and manufacturing of two farm IoT products. They are drone and weather station devices. An industrial engineer will be hired as the production manager.
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Development the third Generation of the Biodome III
We developed more than 20 Multi-layers Vertical Hydroponics system, greatly improved space utilization and go to patent in China also we starting developing Artificial light-type House and Flat Type.
Software Development
We plan on hiring IT company for software, and one for mechanical. Realize online management and remote monitoring to control the vegetables growth everywhere, with mobile phones, laptops, PDAs and other terminals, through the network transmission system.
In addition, we expect that during months one (1) through three (3) that we will hire a VP of sales to handle product sales to distributors and retailers for the vegetable markets.
Months 4 through 6
 
During the following three (3) months, we expect to achieve the following:
 
oWorking on the New design of the software for mobile phones. Laptops
oSeek more suppliers for the materials for lighting and nutrition fluids
oCompete the Agreement with a china land developer for fist agreement
oFinish the agriculture drawing for New Eco container working with microgreen china
●
Completion of the USA administrative office by hiring competent staffs to have a team.
Hiring
●
The commencement of the Architecture Company forsecond phase of the new design for Eco Container in China Projectdevelopment of the agriculture ecosystem.
Eco Energy intends to develop a fully controlled plant factory system in which utilization of multistage (2-8 stage) bench and space-efficient indoor space. Fluorescent lamp is the main light source and the combination with LED is also provide. Hydroponics and organic soil culture can be used in this system
Developing the mobile end user system social media platforms in china.
●
The new App will allow Chinese customers to contact ECO Energy Asia directly and find out about the varietywebsite of goods available and produced in the Biodome. The customer can then choose any item and quantity for his personal needs and have it sent to their home address. With this procedure, Chinese customers can easily pick fresh and organic foods in a comfortable way. China today counts 1.3 Bio. mobile subscribers using Android or Apple's iPhone technology. our company, Cropest would be launched.
Engage the engineering company to design the Controlled Atmosphere Storages
●
The ideal oxygen level for storing pears mustnew website of our company, Drones would be between 1launched.
●
For the second phase of the project, we are going into partnership with AI engineering firm towards the development of mobile app and 3%; for some varieties of apples, however, it mustwebsites.
●
Weather station device and moisture soil system would be lower than 1%. Storage under such O2 conditions is referred to as Ultra Low Oxygen (ULO) storage. ULO storage takes place in gas-tight cells and is useddeveloped for the long-term storage of apples, pears, blue berries and kiwis. We shall be engaging a European engineering company to develop storage system to protect the fast-growingtwo Farm IoT products.
Complete the Agreement with China microgreen project
The partners will now buy agricultural technology system developed and successfully invented by Eco Energy. An engineering and construction team has been established and the first contacts to potential clients have been made. Over many years Eco Energy developed and tested different technologies which are applied in the operation of vertical farming. These technologies are used to save energy and water in an isolated mini-climate as it is provided in a Biodome. The use of these systems facilitates the operation of a Biodome and allows to increase profitability by decreasing costs for water and energy used.
 6
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Months 7 through 9
 
During the following three (3) months, we expect to achieve the following:
 
oComplete the agreement with Mathias Stecher GmbH from Swiss
oFinish the design in China project and start to order the materials
oFinish the third level of Biodome and Solar system design
oBegin Engineering on Controlled Atmosphere Storage
oStarting the develop the AI system to control the nutrition, lighting and temperature for the Biodome
●
Complete the agreement with Microgreen Chinafirst stage of Cropest and Drones web site and app development
●
The agreementEnsure that the second phase of the development of Cropest ecosystem is designedachieved
●
Ensure that the analysis garnered from the system, Cropest is tested in terms of its functionality
●
Testing on the software system of DronesEnsure that the entire network around the globe could be accessed. It is noteworthy to elaboratestate that there are over 5,000 weather stations that we as a cooperation between ECO Energycompany operate.
●
Ensure that the two Farm IoT products – weather station device and Microgreen Chinamoisture system are developed
●
Ensure that the sales team and well trained in an attempt 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.
Distributor Sale Teams in China
If we are successful in previous months, it is anticipated that in months seven (7) through nine (9) we will havemaximally function at the first contracts withstage of the distributors and local market suppliers in China. During our discussions with distributors, are evaluated and tested by a committee and then taken to retailers to gauge interest. Retailer interest determines initial order levels.system
Finish the design for China project and start to order the materials
We are currently negotiating a contract with Microgreen China in South Chain to develop a 100,000 sq. ft. Biodome industrial area. When we successfully enter this contract, we shall complete the architectural drawings and order the materials, most of which can be purchased in China.
 
Months 10 through 12
 
oStart to install the equipment in the China Biodome
oDesign the package for the products for the Asia market
oSeeking the products seeds sources for China markets
o
Testing the Controlled AtmosphereStorage
oBegin advertising / promotion campaign
●
During the following three (3) months, we expect to achieve the following:
Start to install the equipment in the China Biodome
We will start to install the first artificial intelligence (AI) enabled augmented reality crop management system may be coming soon on the whole system including the following functions:
● Artificial Light Control System: Measures available light conditions and automatically switches supplemental lighting on/off, when necessary;
● Carbon Dioxide Control System: RGB cameras to monitors and automatically adjusts carbon dioxide levels for optimal plant growth when the Biodome is sealed;
● Climate Control System: RGB cameras to monitors a variety of climate control parameters, automatically activating the appropriate HVAC equipment in order to heat, cool, or dehumidify the Biodome;
● Energy Control System: RGB cameras to monitors both the availability and energy requirements in the Biodome;
● ETFE Control System: Measures parameters such as interior and exterior temperatures, wind velocity, and snow loads and automatically inflate or deflate the Biodome pneumatic ETFE pillows in order to maintain structural integrity and interior climate conditions.
 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

● Nutrient Control System: RGB cameras to monitors, activates and maintain the release of plant nutrients and oxygen;
● Plant Productivity System: RGB cameras to monitors, manages, and forecasts crop growing / harvest parameters;
● Video Monitoring System: RGB cameras to monitors and activates video cameras in and around the Biodome including in the AI system;
● Water Test System:  Water Quality Testing Equipment MonitorsComplete the testing of water in pH
Design the package for the products for the Online Customers
We believe thefruity packaging designs are offering consumers some eye-catching ways to feel more health-conscious about the products they are using. Today, people are often concerned about the dietary ingredients and health effects of certain foods and beverages they consume. That is why marketing a product to consumers that visually seems healthier or nutritious is an inventive way to stand out from competitors.
Testing the Controlled AtmosphereStorage
  ●Controlled Atmosphere Storage is a system for holding respiratory produce in an atmosphere that differs   from normal air in respect of CO2 and O2 levels. Practical advantages of storage under Controlled Atmosphere:
  ■Considerable decrease in fruit respiration rate.
  ■A reduction in the effect of ethylene on metabolism.
  ■An extension in storage life and excellent firmness of flesh.
Begin advertising / promotion campaign
If we are successful in previous months, it is anticipated that in months seven (7) through nine (9) we will have the first cropphase of productsCropest and send samplesDrones website and app
●
Towards the development of agricultural ecosystem, in the third phase, there would be artificial intelligence analysis of the system.
●
In a bid to our End-user, byget early feedback and to integrate the necessary ones, more farm owners would be exposed to the demo test in the early state of its development.
●
The commencement of the sales of the Drone system and software, using the mobile apponline platforms.
●
Complete the development of both Farm IoT products, i.e. the weather station and the moisture system.
●
Aligning the sales team for conference and online marketing to approach our customers. This is the way we and avoid the middle companies and lose the control. More customers we have, we can create more products to enter the market. It is our understanding is that new products are evaluated and tested by a committee and then taken to retailers to gauge interest. Retailer interest determines initial order levels.ensure maximum returns
Seek on-going associations and industry group approvals and marketing support. We intend to get needed industry and association and government approvals and seek their help in securing potential industry and government access as well as any needed sponsorships and support.
Work with other complimentary vertical farming product providers.
Work with other firms to assist in optimizing its products for certain verticals where needed.
Sign additional sub-license agreements or joint venture agreements with strategic partners. Central to the Company’s strategy is to sign large (i.e., multi-million dollar) “vertical markets” agreements with commercial partners.
 
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.
 
 8
5
 
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)- continued
 
Liquidity and Results of Operations
 
Comparison for the NineThree Months Ended September 30,March 31, 2019 Compared to the Three Months Ended March 31, 2018 and 2017 
 
Revenues and Gross Profit
Revenues and Gross Profit forFor the ninethree months ended September 30, 2018 and 2017 are zero. The Company isMarch 31, 2019, we had a development stage company and has incurred significant costs in research and development activities. See discussion below for further information. Asnet loss of September 30, 2018, the Company had incurred an accumulated deficit of $5,562,179 since inception.
Costs and Expenses
Total operating cost and expenses decreased$135,354 compared to $7,240$35,671 for the three months ended September 30, 2018, as compared to $216,957 for the three months ended September 30, 2017. Andtotal operating cost and expenses decreased to $52,526 for the nine months ended September 30, 2018, as compared to $550,427 for the nine months ended September30, 2017. These decreases were primarilyMarch 31, 2018. The increase is mainly due to decreasing costs associated with General Administrative Expenses.
Other Income and Expenses
Interest expense was zero$115,829 in consulting fees incurred in the three months ended September 30, 2018 and September 30, 2017. Andinterest expense was zero in the nine months ended September 30, 2018 as compared to $7,644 for the nine months ended September 30, 2017.
Income Taxes
The Company had no income tax expenses or income tax benefit for each of the three months ended September 30, 2018, and September 30, 2017 and for the nine months ended September 30, 2018, and September 30, 2017, due to incurrence of net operating loss in each of these periods. There are no income tax refund opportunities currently available.
Effect of Inflation
Inflation has not had a significant impact on the Company’s operations or cash flows.current quarter.
 
Liquidity and Capital Resources
 
Long-Term Debt / Note PayableAs at March 31, 2019, the Company current assets of $146,281 and Other Commitments
 For the nine months ended September 30, 2018 and 2017, depreciation expense amounted to $nil and $10,370, respectively. Andcurrent liabilities of $3,592,914 for the three months ended September 30, 2018 and 2017, depreciation expenses amounted to $nil respectively.

 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Cash Flow Information
The Company hada working capital deficit of approximately $3,681,714 and a current ratio of 0.044 as of September 30, 2018. And the Company had working capital deficit of $5,129,558 and a current ratio of 0.102 at December$3,446,633 (December 31, 2017. The decrease in working capital and the current ratio at September 30, 2018 as compared to December 31, 2017, was primarily due to the use of working capital for operations as well as marketing expenses. The Company believes it has insufficient cash resources to meet its liquidity requirements for the next twelve (12) months.- $3,493,602).
 
During the nine monthsquarter ended September 30, 2018, the Company had cash and cash equivalents of approximately $167,566 as compared to cash and cash equivalents of $583,950 as of DecemberMarch 31, 2017. This represents a slight decrease in2019, we received cash of $416,384.
Cash used in Operating Activities
The Company used approximately $51,809 of cash$162,471 for operating activities in the nine months ended September 30, 2018, as compared to use $558,202 of cash for operating activities in the nine months ended September 30, 2017. This resulted in a decrease in cash used in operating activities of $506,393. The expenses consisted of filing fees, professional fees and other general expenses.
Cash Provided by Investing Activities
The Company uses approximately $nil of cash for investing activities in the nine months ended September 30, 2018 as compared to use $1,261,984 of cash for investing activities in the nine months ended September 30, 2017. Sale proceeds of fixed assets disposals.
Cash Used in Financing Activities
Financing activities in the nine months ended September 30, 2018, provided $351,564 of cash as compared to $203,911 of cash provided by the nine months ended September 30, 2017. The Company did not incur any debt issuance costs in 2018.
Liquidity and Capital Resourcesshares issued/share subscriptions received.
 
We anticipate that our future liquidity requirements will arise from the needrequire additional financing to fund our growth, pay for 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 sourcesequity and/or debt financing.
 
Going Concern Consideration
 
Our independent auditors included an explanatory paragraphAs reflected in their report on the accompanying condensed consolidated financial statements, expressing concernswe have not generated any revenues, have an accumulated deficit of $5,756,296, and have a working capital deficit of $3,446,633 as of March 31, 2019. These factors raise substantial doubt about ourits ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement its business plan. The interim consolidated financial statements contain additional note disclosures describing the circumstancesdo not include any adjustments that leadmight be necessary if we are unable to this disclosure by our independent auditors.  continue as a going concern.
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements.
 
Critical Accounting Policies
 
The preparation of ourconsolidated financial statements in conformity with accounting principles generally accepted in the United States necessarily requires usmanagement to make estimates and assumptions that affect the amounts reported amounts of assets, liabilities, revenues, and expenses and related disclosures about contingent assets and liabilities.in the financial statements. We base theseregularly evaluate estimates and assumptionsjudgment based on historical experience and on various other informationrelevant facts 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.circumstances. Actual results could differ from those estimates.
 
 10
Recent Accounting Pronouncements
 
We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position, or cash flows.
ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
As a “smaller reporting company”, we are not required to provide the information required by this Item.
 
ITEM 4.    CONTROLS AND PROCEDURES
 
Evaluations of Disclosure Controls and Procedures
 
Under the supervision and with the participation of our management team, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of December 31, 2004.amended. Based on this evaluation, we concluded that our disclosure controls and procedures arewere not effective in timely alerting themproviding reasonable assurance in the reliability of our reports as of the end of the period covered by this quarterly report. This was due to material information requireddeficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
6
ITEM 4.    CONTROLS AND PROCEDURES- continued
The matters involving internal control over financial reporting that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives of having segregation of the initiation of transactions, the recording of transactions and the custody of assets; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our principal executive officer and principal financial officer.
To address the material weaknesses set forth in items (2) and (3) discussed above, management performed additional analyses and other procedures to ensure that the condensed consolidated financial statements included herein fairly present, in all material respects, our periodic reports.financial position, results of operations, and cash flows for the periods presented.
This quarterly report does not include an attestation report of our company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s independent registered public accounting firm pursuant to the rules of the SEC that permit our company to provide only the management’s report in this quarterly report.
 
Changes in Internal Control over Financial Reporting
 
During the period covered by this report, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.
 
PART II – OTHER INFORMATION
ITEM 1.  LEGAL PROCEEDINGS.
 
The Company has no knowledge of existing or pending legal proceedings against the Company, nor is the Company involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of the Company’s directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.
 
 
ITEM 1A. RISK FACTORS
 
As a “smaller reporting company”, we are not required to provide the information required by this Item.
 
 
ITEM 2.   RECENT SALES OF UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS 
During the quarter ended March 31, the Company issued 3,375,600 shares of common stock for proceeds of $108,629.
All investors were non-US residents and the issuances were issued in a private placement exempt from registration pursuant to Regulation S under the Securities Act of 1933.
 
As of DecemberMarch 31, 2017, 2,787,157 shares of common stock were issued by the Company to 182 separate foreign shareholders, pursuant to a private placement of common stock exempt from registration under Regulation S of the Securities Act of 1933, for an aggregate value of $1,214,258.
As of September 30, 2018, 25,774,631 shares of common stock were issued by the Company to 104 separate foreign shareholders, pursuant to a private placement of common stock exempt from registration under Regulation S of the Securities Act of 1933, for an aggregate value of $1,497,482.
As of September 30, 2018,2019, there were 50,233,38853,942,654 shares of common stock issued and outstanding.
 
All investors were non US residents and the issuances were issued in a private placement exempt from registration pursuant to Regulation S under the Securities Act of 1933.
 
 11
ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
 
Not applicable
 
 
7
ITEM 4.    OTHER INFORMATION
 
None
 
 
ITEM 5.   EXHIBITS
 
INDEX TO EXHIBITS
 
 
 
 
 
 
SIGNATURES
 
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
ECO ENERGY TECH ASIA, LTD. (Registrant)
SignatureTitleDate
   
 /s/ Yuen May Cheung
  Yuen May CheungChief Executive OfficerNovember 14, 2018
Principal Executive Officer
 /s/ Philip K.H. Chan
  Philip K.H. Chan 
Chief Financial Officer
Principal Financial Officer
November 14, 2018ECO ENERGY TECH ASIA, LTD.
 
   
Date: May 20, 2019By:/s/ Yuen May Cheung
  Yuen May Cheung
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: May 20, 2019By:/s/ Philip K.H. Chan
Philip K.H. Chan
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
 
 
 
 12
8