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EUENF Eurasia Energy



U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 20-F
 
[ ] 
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 
[x] 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the Fiscal Year Ended December 31, 2019
 
[ ] 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For transition period from __________ to __________
 
[ ] 
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
Date of event requiring this shell company report __________
 
Commission File Number: 000-50608
 
EURASIA ENERGY LIMITED
(Exact name of Registrant as specified in its charter)
 
ANGUILLA, BRITISH WEST INDIES
(Jurisdiction of incorporation or organization)
 
294 Heywood House, Anguilla, B.W.I.
(Address of principal executive offices)
 
Mr. Graham Crabtree
(T): (264) 476-5202, Email: info@ceg.ai
294 Heywood House, Anguilla, B.W.I.
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
 
Securities registered or to be registered pursuant to Section 12(b) of the Act: None
 
Securities registered or to be registered pursuant to Section 12(g) of the Act:
 
Common Stock, $0.001 Par Value
(Title of Class)
OTC-PK
(Exchange on which registered)
 
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
 
Number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the year ended December 31, 2019: 34,548,368 Common Shares with a Par Value of $0.001 Per Share
 

 
 
 
Indicate by check mark whether the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
❒ Yes                                 
☑ No
 
If this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
❒ Yes                                 
☑ No
 
Note: 
Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
 
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 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 an emerging growth company. See definition of “large accelerated filer", "accelerated filer” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer ❒                       
Accelerated filer ❒                       
Non-accelerated filer ☑
              
 
Emerging Growth Company ❒ 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 which basis of accounting the registrant has used to prepare the financial statements included in this filing:
 
U.S. GAAP ☑  
International Financial Reporting Standards as issued                      Other ❒

by the International Accounting Standards Board ❒ 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
 
❒ Item 17         
❒ Item 18
 
If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☑ Yes                   
❒ No
 
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by court.
 
❒ Yes                                 
❒ No
 


 
 
INFORMATION TO BE INCLUDED IN THE REPORT
 
Convention
 
In this Form 20-F Annual Report, all references to “Anguilla” are references to Anguilla, British West Indies. All references to the “Government” are references to the government of Anguilla, British West Indies. Unless otherwise noted, all references to “common shares”, “shares” or “common stock” are references to the common shares of the Company. All references to the “Company” or “Eurasia” are references to “Eurasia Energy Limited”.
 
In this document, all references to “SEC” or “Commission” are reference to the United States Securities and Exchange Commission. References to “$” are to the currency of the United States of America.
 
Forward Looking Statements
 
This Form 20-F Annual Report includes "forward-looking statements". A shareholder or prospective shareholder should bear this in mind when assessing the Company’s business. All statements included in this annual report, other than statements of historical facts, including, without limitation, the statements located elsewhere herein regarding industry prospects and the Company’s financial position, are forward-looking statements. Although the Company believes that the expectations reflected in such forward looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.
 
 


 
 
 
TABLE OF CONTENTS
 
NTENTS
 
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 5
OFFER STATISTICS AND EXPECTED TIMETABLE
 1
KEY INFORMATION
 1
INFORMATION ON THE COMPANY
 4
UNRESOLVED STAFF COMMENTS
 5
OPERATING AND FINANCIAL REVIEW PROSPECTS
 5
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 8
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 10
FINANCIAL INFORMATION
 11
THE OFFER AND LISTING
 12
ADDITIONAL INFORMATION
 14
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 15
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
 15
DEFAULTS, DIVIDEND ARRERAGES AND DELINQUENCIES
 16
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
 16
CONTROLS AND PROCEDURES
 16
AUDIT COMMITTEE FINANCIAL EXPERT
 17
CODE OF ETHICS
 17
PRINCIPAL ACCOUNTANT FEES AND SERVICES
 17
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
 18
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
 18
CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
 18
CORPORATE GOVERNANCE
 18
MINE SAFETY DISCLOSURE
 19
FINANCIAL STATEMENTS
 20
FINANCIAL STATEMENTS
 20
EXHIBITS
 20
 
 


 
PART I
 
Item 1.        
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
 
A.            
Directors and Senior Management
 
Not applicable.
 
B.            
Advisers
 
Not applicable.
 
C.            
Auditors
 
The independent auditors for the Company are Davidson & Company, LLP, Suite 1200, 609 Granville Street, Vancouver, B.C., V7Y 1G6 for the Company’s December 31, 2019, 2018, 2017 and 2016 year ends. The former independent auditors for the Company, Anton & Chia, LLP, Certified Public Accountants, Suite 540, 3501 Jamboree Road, Newport Beach, CA 92660 audited the Company’s December 31, 2015 year end.
 
Item 2.       
OFFER STATISTICS AND EXPECTED TIMETABLE
 
Not Applicable.
 
Item 3.       
KEY INFORMATION
 
A.            
Selected Financial Data
 
The Company was incorporated as Pacific Alliance Ventures Ltd. in the State of Nevada on October 20, 2003. The Company changed its name to Eurasia Energy Limited on November 28, 2005. The Company completed a continuation of its jurisdiction from Nevada to Anguilla, B.W.I. on December 31, 2007. The Company has selected a December 31 year end. The Company’s selected historical financial data for the periods from January 1, 2017 to December 31, 2017 (audited) and January 1, 2018 to December 31, 2018 (audited) and January 1, 2019 to December 31, 2019 (audited) are set out in the table below. The selected financial data provided below are not necessarily indicative of the future results of operations or financial performance of the Company. The Company has not paid any dividends on its common shares and it does not expect to pay dividends in the foreseeable future.
 
 
 
 
Period from
Jan. 1, 2017 to
Dec. 31, 2017
 
 
 
Period from
Jan. 1, 2018 to
Dec. 31, 2018
 
 
 
Period from
Jan. 1, 2019 to
Dec. 31, 2019
 
Amounts in Accordance with US GAAP (Presented in U.S. dollars):
 
 
 
 
 
 
 
 
 
Total assets
 $4,020 
 $1,865 
 $1,518 
Operating revenue
  - 
  - 
  - 
Net working capital
 $(4,783)
 $(18,655)
 $(39,078)
Shareholders’ Equity (Deficiency)
 $(4,783)
 $(18,655)
 $(39,078)
Net loss from operations
 $(22,837)
 $(13,872)
 $(20,423)
Loss per share (basic and diluted)
 $(0.00)
 $(0.00)
 $(0.00)
Weighted average number of common shares (basic and diluted)
  34,548,368 
  34,548,368 
  34,548,368 
 

1
 
 
B.            
Capitalization and Indebtedness
 
Not applicable.
 
C.            
Reasons for the Offer and Use of Proceeds
 
Not applicable.
 
D.            
Risk Factors
 
The following risks relate specifically to the Company’s business and should be considered carefully. The occurrence of any one or more of the events outlined under this section could have severe consequences on the Company's business, financial condition and results of operations and could result in the cessation of operations or bankruptcy.
 
We have a limited operating history and a history of losses and expect future losses, and there can be no assurances that we will achieve and sustain profitability, which makes our ability to continue as a going concern questionable and puts your investment at risk.
 
In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds.
 
We have incurred significant net losses and negative cash flow from operations since our inception. We reported net loss of $20,423 in 2019. We will expect to continue to incur losses in 2020 and will need to continue to raise additional funds through equity offerings for our business to survive.
 
Our financial statements have been prepared on a going concern basis, which presumes the realization of assets and the settlement of liabilities in the normal course of operations. The application of the going concern principle is dependent upon the Company achieving profitable operations to generate sufficient cash flows to fund continued operations, or, in the absence of adequate cash flows from operations, obtaining additional financing. If the Company is unable to achieve profitable operations or obtain additional financing, we may be required to reduce or to limit operations, or cease operations altogether. The auditors’ report on the December 31, 2019 financial statements contains an explanatory paragraph that states that the Company has historically incurred losses and has an accumulated deficit which raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
We will need additional capital to continue to operate our business. Failure to raise additional equity or debt financing will result in the termination of operations and the loss of your investment.
 
We have no expectation of revenue in the next 24 months.
 
As an oil and gas exploration company, we are seeking long term opportunities. In the relative short term, 24 months, we have no expectation of revenues. Without revenue, we require ongoing capital injections through the sale of our shares. We cannot be certain that equity financing will be available to us on favorable terms when required or at all. If we cannot raise funds in a timely manner or on acceptable terms, we may not be able to continue in operation.
 
If we successfully raise additional funds through the issuance of debt, we will be required to service that debt and are likely to become subject to restrictive covenants and other restrictions contained in the instruments governing that debt, which may limit our operational flexibility. If we raise additional funds through the issuance of equity securities, then those securities may have rights, preferences or privileges senior to the rights of holders of our common stock, and holders of our common stock will experience dilution.

2
 
 
If our key personnel leave the Company, our Company will cease operations and you will lose your investment.
 
The future success of our Company depends on certain key members of management. We are currently dependent on our President and Chief Executive Officer, Nicholas W. Baxter, for our development plans. Mr. Baxter has extensive oil and gas exploration experience and contacts and his departure would result in our Company ceasing to operate as an oil and gas exploration company.
 
Tax Risks – Our Company may continue to be taxed as a U.S. corporation disentitling us to any tax advantages in Anguilla.
 
Our Company converted from Nevada to Anguilla, B.W.I. on December 31, 2007. Our Company is now taxed as an Anguilla corporation. The American Jobs Creation Act of 2004 includes provisions the effect of which is to treat certain corporations that undergo “inversion transactions” as United States corporations. As a result, future income would be subject to United States income tax. There is a risk that the Internal Revenue Service would interpret the rules so as to treat our Company as a United States corporation. Our Company would be disentitled to tax advantages in Anguilla and any future earnings would be reduced accordingly.
 
Our shares are considered Penny Stock and are subject to the Penny Stock rules, which may adversely affect your ability to sell your shares.
 
Rules 15g-1 through 15g-9 promulgated under the Exchange Act impose sales practice and disclosure requirements on certain broker-dealers who engage in certain transactions involving Penny Stock. Subject to certain exceptions, a Penny Stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. Our shares are deemed to be Penny Stock for the purposes of the Exchange Act. The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of our shares and impede the sale of our shares in the secondary market.
 
Under the Penny Stock regulations, a broker-dealer selling Penny Stock to anyone other than an established customer or Accredited Investor (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the Penny Stock regulations require the broker-dealer to deliver, prior to any transaction involving a Penny Stock, a disclosure schedule prepared by the Commission relating to the Penny Stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the Penny Stock held in a customer's account and information with respect to the limited market in Penny Stocks.
 
Substantial sales of our common stock could cause our stock price to fall.
 
Our shares are thinly traded. If our stockholders sell substantial amounts of our common stock, the market price of our common stock will decline and there may be few buyers for your shares.
 
We have not declared dividends and may never declare dividends, which may affect the value of your shares.
 
We have never declared or paid dividends on our common stock and do not expect to pay any dividends in the near future.
 

3
 
 
Item 4.        
INFORMATION ON THE COMPANY
 
A.            
History and Development of the Company
 
The Company was incorporated as Pacific Alliance Ventures Ltd. in the State of Nevada on October 20, 2003. The Company changed its name to Eurasia Energy Limited on November 28, 2005. The Company completed a continuation of its jurisdiction from Nevada to Anguilla, B.W.I. on December 31, 2007.
 
Since its incorporation, the Company has not undergone any material reclassification, merger or consolidation, and has no subsidiaries. The Company has not completed any acquisitions or dispositions of material assets. It has not undergone a material change in the types of products or services it renders. The Company has not been the subject of any bankruptcy, receivership or similar proceedings.
 
The Company has not made any principal capital expenditures or divestitures. The Company has not received nor made any public takeover offers.
 
B.            
Business Overview
 
We are engaged in oil and gas exploration. We entered into a memorandum of understanding (“MOU”) with the State Oil Company of the Azerbaijan Republic (“SOCAR”) which granted our Company the exclusive right to negotiate an Exploration, Rehabilitation, Development and Production Sharing Agreement (“ERDPSA”) for a 600 square kilometer oil and gas block (the “Block”) in the Republic of Azerbaijan. The effective date of the original MOU was December 7, 2005. This MOU expired on December 7, 2006. The Block includes the producing Alyat-Deniz oil and gas field and seven additional exploration structures namely, the Hamamdag-Deniz, Garasu, Sangi-Mugan, Ulfat, Aran-Deniz, Dashly and Sabayil structures. The Block is located in the shallow coastal waters of the Azerbaijan sector of the Caspian Sea approximately 70 kilometers south of the Azerbaijan capital of Baku.
 
In November, 2006, management met with SOCAR officials in Baku and notified SOCAR in writing that the Company had completed its development plan and was ready to enter into negotiations for the main principals of the ERDPSA. Management was informed by SOCAR officials that the lawsuit brought against our Company by Commonwealth Oil & Gas Company Limited (“Commonwealth”) materially prejudiced our Company’s opportunity to extend the MOU. Despite having completed our development plan in 2006 and being ready, willing and able to commence negotiations on the main principals of the ERDPSA before the MOU expired, SOCAR declined to negotiate with our Company and the MOU expired on December 7, 2006.
 
In August, 2007, we completed a private placement of 4,000,000 units at $0.25 per unit which raised proceeds of $1,000,000. These proceeds have been sufficient to fund our ongoing operations. We will continue to conserve our cash reserves through 2020.
 
On February 10, 2010, Eurasia, Commonwealth, Arawak Energy Limited (“Arawak”) and Nicholas W. Baxter (“Baxter”) signed a participation agreement (the “Participation Agreement”) which brought final resolution to the litigation proceedings among Eurasia, Baxter, Arawak and Commonwealth which had been ongoing since 2006. The Participation Agreement sought to establish the terms upon which the parties would co-operate with each other to identify and seek to obtain a direct or indirect interest in an upstream oil and gas project in the Azerbaijan Republic. As prescribed under the Participation Agreement, Eurasia was reimbursed by Commonwealth for 51% of Eurasia’s agreed third party costs incurred to date in connection with its attempts to obtain an upstream oil and gas project in the Azerbaijan Republic.
 
As at the end of the fiscal year ended December 31, 2012, Eurasia management was of the view that Eurasia had exhausted all available avenues for advancing its interest in the Alyat Deniz project in Azerbaijan. Since first identifying the Alyat Deniz Project, Eurasia has faced competition on various fronts from more advanced and well financed companies vying to establish or expand their oil and gas holdings in the region. Despite our management team’s experience and past success in Azerbaijan and the inclusion of experienced and well financed participating partners, we have not attained our goal and our Company does not consider it prudent to continue to compete for this project. Management will continue to assess its oil and gas industry contacts with a view to potentially sourcing a new project which will benefit from the inclusion of Eurasia as a publicly traded investment platform.

4
 
 
Our Company’s entry into the MOU with SOCAR and change of business did not result in the issuance of any equity or debt securities by our Company. The transaction did not constitute a reverse takeover or “back door listing”.
 
We do not expect any changes in the number of our employees over the next 12 months. We will not be purchasing any plant or significant equipment over the next 24 months. Our current management team will satisfy our requirements for the next 24 months. Our President and C.E.O., Mr. Nicholas W. Baxter, currently works part time on our Company's affairs on an “as needed” basis. Our C.F.O., Mr. Graham Crabtree, spends approximately 10 hours per month on our Company's affairs.
 
References in this information statement to “the Company,” “we,” “us,” and “our” refer to Eurasia Energy Limited.
 
Our executive offices are located at 294 Heywood House, Anguilla, British West Indies. Our telephone number is (264) 476-5202.
 
C.            
Organizational Structure
 
The Company is not part of a corporate group. The Company has no subsidiaries and no corporate controlling shareholder.
 
D.            
Property, Plant and Equipment
 
The Company has no material tangible fixed assets at this time.
 
Item 4A.          
UNRESOLVED STAFF COMMENTS
 
Not applicable.
 
Item 5.          
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 
The following discussion is management’s explanation of factors that have affected the Company’s financial condition and results of operations for the historical periods covered by the financial statements, and management’s assessment of factors and trends which are anticipated to have material effect on the Company’s financial condition and results of operations in future periods.
 
A.            
Operating Results
 
The following discussion and analysis of the Company’s financial condition and results of operations for the fiscal years ended December 31, 2019, 2018 and 2017 should be read in conjunction with the Company’s financial statements and related notes included in this annual report in accordance with “Item 8 – Financial Information”. The Company’s financial statements included in this annual report were prepared in accordance with United States Generally Accepted Accounting Principles.
 
All statements other than statements of historical facts included in this Report and located elsewhere herein regarding industry prospects and the Company's financial position are forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Company's expectations ("Cautionary Statements") are disclosed in this Report, including, without limitation, in conjunction with the forward-looking statements included in this Report under "Risk Factors." All subsequent written and oral forward-looking statements attributed to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statement.
 

5
 
 
 
 
For the years ended December 31
 
 
 
  2019
 
 
2018
 
 
2017
 
REVENUE:
 
 
 
 
 
 
 
 
 
Sales
  - 
  - 
  - 
Gross Profit:
  - 
  - 
  - 
EXPENSES:
    
    
    
General and administrative
 $6,476 
 $3,486 
 $6,574  
Professional fees
 $13,947 
 $10,386 
 $16,263 
Loss before other items:
 $(20,423)
 $(13,872)
 $(22,837)
Other Items:
    
    
    
Other Income
 $0 
 $0 
 $0 
Loss for the year:
 $(20,423)
 $(13,872)
 $(22,837)
 
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
 
Revenue and Other Income
 
We do not expect any revenues for the foreseeable future.
 
Operating Expenses
 
The Company’s operating expenses for the year ended December 31, 2019 was $20,423 compared to $13,872 for the year ended December 31, 2018.
 
The Company’s general and administrative expenses for the year ended December 31, 2019 was $6,476 compared to $3,486 for the year ended December 31, 2018. The Company's professional fees expense for the year ended December 31, 2019 was $13,947 compared to $10,386 for the year ended December 31, 2018.
 
Net Income
 
The Company’s net loss for the year ended December 31, 2019 was $20,423 compared to a net loss of $13,873 for the year ended December 31, 2018. The decrease in the current year was primarily due to minimal ongoing expenses while the Company remains inactive.
 
Year Ended December 31, 2018 Compared to Year Ended December 31, 2017
 
Revenue and Other Income
 
We do not expect any revenues for the foreseeable future.
 
Operating Expenses
 
The Company’s operating expenses for the year ended December 31, 2018 was $13,872 compared to $22,837 for the year ended December 31, 2017.

6
 
 
The Company’s general and administrative expenses for the year ended December 31, 2018 was $3,486 compared to $6,574 for the year ended December 31, 2017. The Company's professional fees expense for the year ended December 31, 2018 was $10,386 compared to $16,263 for the year ended December 31, 2017.
 
Net Income
 
The Company’s net loss for the year ended December 31, 2018 was $13,872 compared to a net loss of $22,837 for the year ended December 31, 2017. The decrease in the current year was primarily due to minimal ongoing expenses while the Company remains inactive.
 
B.            
Liquidity and Capital Resources
 
As at December 31, 2019, the Company had cash in the amount of $1,518.
 
The Company estimates its operating costs for the next 12 months will include $nil for travel and $15,000 for office, administrative and business development. There is no assurance that the Company will be able to obtain additional funding when needed, or that such funding, if available, can be obtained on terms acceptable to the Company.
 
Failure to obtain additional funding will result in delay or indefinite postponement of our oil and gas development and exploration activities. Any funds raised by the Company through the issuance of equity or convertible debt securities will cause the Company's current stockholders to experience dilution. Such securities may grant rights, preferences or privileges senior to those of the Company's common stockholders.
 
There is no assurance that the Company will earn revenue, operate profitably or provide a return on investment to its security holders.
 
To date, all funding for the Company’s business and ongoing operations has come from common share issuances. The Company is facing challenging equity market conditions and general uncertainty with respect to its operations and ability to continue as a going concern as a result of its failure in securing a long term oil and gas project. These conditions make it extremely difficult for the Company to access additional equity or debt financing. Accordingly, the Company is preserving its current cash reserves, so it did not pay salaries in cash in 2019.
 
The Company’s officers and manager took no cash or stock compensation from the Company in 2019.
 
As of the date of this Form 20-F Annual Report, the Company had 34,548,368 issued and outstanding common shares.
 
C.            
Research and Development, Patents and Licenses, Etc.
 
The Company has not developed a research and development policy. The Company holds no patents or licenses including technology licenses.
 
D.            
Trend Information
 
The Company is not yet generating revenue from sales. The Company is in its exploration stage and has not established oil and gas production, sales or inventory trends.
 
E.            
Off-Balance Sheet Arrangements
 
The Company has no off-balance sheet arrangements.

7
 
 
F.            
Tabular Disclosure of Contractual Obligations
 
The Company currently has no contractual obligations in the nature of long term debt obligations, capital finance lease obligations, operating lease obligations or purchase obligations.
 
G.            
Safe Harbor
 
Not applicable.
 
Item 6.        
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 
A.            
Directors and Senior Management
 
 
 
Name
 
 
Position
Other Reporting Companies
In Canada or the United States
CompanyPosition
Nicholas W. BaxterPresident, Chief Executive Officer and Director
Lexaria Bioscience Corp. (CSE and OTC-QB)
Jericho Oil Corporation (TSX-V)
Director
Director
Graham CrabtreeChief Financial OfficerN/AN/A
Stephen KenwoodDirector
Majestic Gold Corp.
Sonoro Metals Corp.
Ely Gold Royalties Inc.
Director
Director
Director
 
The following sets out the principal occupations and related experience for the directors and senior officers of the Company over the past five years. None of the Company’s officers or directors are related by blood or marriage. There is no arrangement or understanding among major shareholders, customers or suppliers of the Company pursuant to which any officer or director of our Company was selected to that position.
 
Nicholas W. Baxter has served as a Director of our Company since March 31, 2005. Mr. Baxter has served as our President and Chief Executive Officer since November 28, 2005. Mr. Baxter has a 25 year career in international resource exploration and development. Originally trained as a geophysicist, Mr. Baxter received a Bachelor of Science (Honors) from the University of Liverpool in 1975. Mr. Baxter has worked on geophysical survey and exploration projects in the U.K., Europe, Africa and the Middle East.
 
Graham Crabtree has served as Chief Financial Officer since September 1, 2008.  Mr. Crabtree received an HND in Business Studies from Liverpool Polytechnic (now Liverpool John Moores University) and became a Fellow of the Association of Chartered and Certified Accountants (FCCA) after studying at Manchester Polytechnic (now Manchester Metropolitan University).  Mr. Crabtree operates an Anguilla based accounting and tax consultancy business serving clients in the nearby islands of the former Netherlands, Antilles.  Mr. Crabtree has been involved in the financial service industry since the early 1990’s being a founding member of the Anguilla Financial Services Association of which he is a former President, Secretary, Ethics Chairman and Treasurer.  Mr. Crabtree is also the Treasurer of the Anguilla Branch of the Society of Trust and Estate Practitioners.  In 1999, Mr. Crabtree resigned his membership from the Association of Chartered and Certified Accountants as a member in good standing.  Mr. Crabtree continues to maintain a keen interest in developments in the world of accounting and finance.  Mr. Crabtree has a wide range of experience in the financial services industry and has served as an officer and director of both private and publicly traded companies.
 
Stephen Kenwood was appointed as a director of our company on May 22, 2019. Mr. Kenwood currently serves as a geological and management consultant to public and private companies and is a member of APEGBC.  Mr. Kenwood received a B. Sc. (Geol.) from UBC in 1987.  Mr. Kenwood has experience in advanced project development, in B.C. at the Snip gold deposit while working for Cominco Ltd. and at the Eskay Creek deposit; he also worked at the Petaquilla copper-gold porphyry project in Panama, and has worked on projects in Peru, Chile, Slovakia, the U.S., and China.  Mr. Kenwood is currently a Director and President of Majestic Gold Corp. and is a director of two other TSX listed companies.

8
 
 
B.            
Compensation
 
There are presently two Executive Officers of the Company, President and Chief Executive Officer, Mr. Nicholas W. Baxter and Chief Financial Officer, Mr. Graham Crabtree. “Executive Officer” means the President, any Vice-President in charge of a principal business unit such as sales, finance or production and any officer of the Company or a subsidiary who performs a policy-making function for the Company whether or not that person is also a director of the Company or the subsidiary, and the Chairman and any Vice-Chairman of the board of directors of the Company if that person performs the functions of that office on a full-time basis.
 
Set out below is a summary of compensation paid during the Company’s most recently completed financial year to the Company’s Executive Officers:
 
 
 
Name and
Principal
Position
 
 
 
 
Year
Annual CompensationLong-term 
 
 
 
Fees
$
 
 
 
Bonus
$
 
 
Other Annual Compensation
$
 
Restricted
Stock
Award
$
Securities
Underlying
Options /
SARs
#
 
 
All Other
Compensation
$
Nicholas W. Baxter
President, C.E.O. and Director
2019
 
$Nil
$Nil
 
$Nil
 
$Nil
 
Nil
 
$Nil
 
Graham Crabtree
C.F.O.
2019
 
$Nil$Nil$Nil$NilNil$Nil
 
Options and Stock Appreciate Rights (SARs)
 
During the year ended December 31, 2019, the Company did not grant any stock options.
 
Compensation of Directors
 
The Company currently has no independent directors. We define an “independent director” as one who does not serve as an officer or consultant or in any other capacity with our Company. No director’s fees were paid in 2019.
 
The Company has no other arrangements, standard or otherwise, pursuant to which directors are compensated by the Company for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the most recently completed financial year.
 
Long Term Incentive Plan (LTIP) Awards
 
The Company has no LTIP awards authorized or issued.
 
C.            
Board Practices
 
The board of directors of the Company is currently comprised of Nicholas W. Baxter and Stephen Kenwood. Each director of the Company is elected and holds office until his successor takes office or until his earlier death, resignation or removal. The board of directors currently has established no committees other than the audit committee. The members of the Company’s audit committee are Nicholas Baxter and Stephen Kenwood. There are no directors’ service contracts with the Company providing for benefits upon termination of employment.

9
 
 
D.            
Employees
 
As of December 31, 2019, the Company had no employees.
 
E.            
Share Ownership
 
The following table lists as of April 21, 2020, the share ownership of all of the Company’s directors and members of its administrative, supervisory and management bodies. The Company has only one class of shares issued and outstanding being, common shares, with a par value of $0.001, and all of the common shares have the same voting rights. The Company has no outstanding stock options. None of the persons named in the following table hold any warrants to purchase shares of the Company.
 
 
Name and Position
Number of
Shares Held
Percentage of
Shares Held (%) (1)
Nicholas W. Baxter7,573,364 common shares21.9%
Graham Crabtree6,788,333 common shares19.6%
 
(1)
The percentage ownership positions are based on 34,548,368 shares outstanding as of April 21, 2020.
 
Item 7.      
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 
A.            
Major Shareholders
 
The Company is a publicly traded corporation, the shares of which are owned by Canadian residents, U.S. residents and residents of other countries. As of April 21, 2020, the following parties had ownership of 5% or greater of the Company’s common shares, all of which have the same voting rights attached thereto as all other common shares of the Company.
 
 
Name
Number of Common
Shares Held
Percentage of
Common Shares Held
Nicholas W. Baxter
Aberdeen, Scotland
7,573,364
 
21.9%
 
Graham Crabtree
Anguilla, B.W.I.
6,788,333
 
19.6%
 
 
As of April 21, 2020, the Company had approximately 275 shareholders holding 34,548,368 shares.
 
Other than as disclosed above, the Company is not aware of any other company, any foreign government or any other person, jointly or severally, that directly or indirectly controls the Company. The Company is not aware of any arrangements, the operation of which may at a future date result in a change of control of the Company.
 
B.            
Related Party Transactions
 
During the year ended December 31, 2019, there were no related party transactions.
 
C.            
Interests of Experts and Counsel
 
Not applicable.
 

10
 
 
Item 8.      
FINANCIAL INFORMATION
 
A.            
Financial Statements and Other Financial Information
 
Financial Statements filed as part of this annual report under item 18:
 
Financial Statements of Eurasia Energy Limited for the year ended December 31, 2019
 
Report of Davidson & Company, LLP, Chartered Professional Accountants dated April 30, 2020
 
Balance Sheets as of December 31, 2019 and 2018
 
Statements of Operations for the years ended December 31, 2019, 2018 and 2017
 
Statements of Stockholders’ Equity (Deficiency) for the years ended December 31, 2019, 2018 and 2017
 
Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017
 
Notes to Financial Statements
 
B.            
Significant Changes
 
Since the date of the audited financial statements for the year ended December 31, 2019, there have been no significant changes in the Company’s operations.
 
Item 9.      
THE OFFER AND LISTING
 
A.            
Offer and Listing Details
 
Our common shares were quoted for trading on the OTC Bulletin Board on December 2, 2004 under the symbol "PALV". Effective on January 12, 2006, the Company changed its name to “Eurasia Energy Limited” and changed its ticker symbol to “EUEN”. The Company completed a continuation of its jurisdiction from Nevada to Anguilla, B.W.I. on December 31, 2007. Effective on January 22, 2008, the Company’s shares began trading on the OTC-BB under the modified symbol “EUENF” which denotes Eurasia is now a foreign issuer. The Company’s shares now trade on the OTC-PK. The following quotations obtained from Stockwatch and/or Quotemedia reflect the highs and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
 
The high and low bid prices of our common stock for the periods indicated below are as follows:
 
(a) 
Five most recent full financial years (January 1, 2015 to December 31, 2019) – annual high and low prices:
 
National Association of Securities Dealers OTC Bulletin Board  
Year Ended:
High
(Bid)
Low
(Ask)
December 31, 2019$0.0055$0.001
December 31, 2018$0.0055$0.0013
December 31, 2017$0.02$0.01
December 31, 2016$0.01$0.01
December 31, 2015$0.015$0.0035
 

11
 
 
(b) 
Two most recent full financial years and subsequent period (January 1, 2018 to April 21, 2020) – high and low for each quarter:
 
National Association of Securities Dealers OTC Bulletin Board  
Quarter Ended:
High
(Bid)
Low
(Ask)
January 1, 2020 to April 21, 2020N/AN/A
March 31, 2020$0.0029$0.0029
December 31, 2019$0.0051$0.0025
September 30, 2019$0.0055$0.0055
June 30, 2019$0.0055$0.001
March 30, 2019$0.005$0.0021
December 31, 2018$0.0018$0.0013
September 30, 2018$0.0055$0.0036
June 30, 2018$0.0036$0.0021
March 30, 2018$0.05$0.01
 
(c)            
Recent six months (November, 2019 to April, 2020) – high and low for each month:
 
National Association of Securities Dealers OTC Bulletin Board  
Month Ended
High
(Bid)
Low
(Ask)
April 1 - 21, 2020N/AN/A
March, 2020$0.0029$0.0029
February, 2020$0.0029$0.0029
January, 2020$0.004$0.004
December, 2019$0.0051$0.0025
November, 2019$0.008$0.003
 
Our common shares are issued in registered form. Nevada Agency & Transfer Company Limited, Suite 880, 50 West Liberty Street, Reno, Nevada, 89501 USA, (Telephone: 775-322-0626; Facsimile: 775-322-5623) is the registrar and transfer agent for our common shares. On April 21, 2020, there were approximately 275 shareholders of our common shares and 34,548,368 shares outstanding.
 
B.            
Plan of Distribution
 
Not applicable.
 
C.            
Markets
 
The common shares of the Company are quoted on FINRA’s OTC-PK under the symbol “EUENF”.
 
The Company’s common stock is subject to the regulations on penny stocks; consequently, the market liquidity for the common stock may be adversely affected by such regulations limiting the ability of broker/dealers to sell the Company’s common stock and the ability of shareholders to sell their securities in the secondary market in the United States.

12
 
 
Rules 15g-1 through 15g-9 promulgated under the Exchange Act impose sales practice and disclosure requirements on certain broker-dealers who engage in certain transactions involving Penny Stock. Subject to certain exceptions, a Penny Stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of our shares and impede the sale of our shares in the secondary market.
 
Under the Penny Stock regulations, a broker-dealer selling Penny Stock to anyone other than an established customer or Accredited Investor (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the Penny Stock regulations require the broker-dealer to deliver, prior to any transaction involving a Penny Stock, a disclosure schedule prepared by the Commission relating to the Penny Stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the Penny Stock held in a customer's account and information with respect to the limited market in Penny Stocks.
 
Nevada Agency & Transfer Company, located at Suite 880, 50 West Liberty Street, Reno, Nevada 89501, is the registrar and transfer agent for the Company’s common shares.
 
D.            
Selling Shareholders
 
Not applicable.
 
E.            
Dilution
 
Not applicable.
 
F.            
Expenses of the Issue
 
Not applicable.
 
Item 10.    
ADDITIONAL INFORMATION
 
A.            
Share Capital
 
The Company has an authorized share capital of 100,000,000 common shares with a par value of $0.001 per share. The Company currently has 34,548,368 common shares issued and outstanding as fully paid and non-assessable.
 
B.            
Memorandum and Articles of Association
 
Previously filed with the Securities and Exchange Commission on the Company’s Form S-4 Registration Statement filed on July 23, 2007.
 
C.            
Material Contracts
 
The Company has not yet entered into any material contracts.
 
D.            
Exchange Controls
 
There are no foreign exchange controls in B.W.I. and funds can be moved easily. There is no restriction in this regard.

13
 
 
E.            
Taxation
 
International Business Companies established in Anguilla, B.W.I. are exempt from the payment of Income Tax and Stamp Duty.
 
F.            
Dividends and Paying Agents
 
Not applicable.
 
G.            
Statement by Experts
 
Not applicable.
 
H.            
Documents on Display
 
The documents concerning the Company which are referred to in this Form 20-F Annual Report are either annexed hereto as exhibits (see Item 19) or may be inspected at the principal offices of the Company.
 
I.            
Subsidiary Information
 
The Company has no subsidiaries.
 
Item 11. 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Our Company does not engage in market activities or invest in financial instruments which give rise to market risk for the Company’s financial resources. Our current assets are maintained in cash in U.S. dollars. Unallocated excess working capital has from time to time been invested in short term guaranteed investment certificates.
 
Item 12.          
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
 
A.            
Debt Securities
 
Not applicable.
 
B.            
Warrants and Rights
 
Not applicable.
 
C.            
Other Securities
 
Not applicable.
 
D.            
American Depository Shares
 
Not applicable.
 
PART II
 
Item 13.        
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
 
Not applicable.

14
 
 
Item 14. 
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
 
Not applicable.
 
Item 15.          
CONTROLS AND PROCEDURES
 
(a)            
Disclosure Controls and Procedures
 
As required by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this report, being December 31, 2019, we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our president and chief executive officer and chief financial officer. Based upon that evaluation, our president and chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2019 because we identified material weaknesses in our internal control over financial reporting as described below. There have been no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have affected, or are reasonably likely to affect our internal controls over financial reporting.
 
During the period January 1, 2019 to December 31, 2019, our Company’s financial resources were managed by our board of directors and reviewed by our C.F.O. in Anguilla, B.W.I. All of our financial transactions were initiated by one of our directors, were entered and checked by his executive assistant and were reviewed by our C.F.O. on a quarterly basis. Our Company is relatively inactive and processes a small number of checks and other financial transactions each month. Despite the fact that all financial transactions are processed by our director, reviewed quarterly by our C.F.O. and confirmed by an executive assistant, there are not enough independent employees or members of management to provide third party oversight and review of our director’s and C.F.O.’s activities. For the foreseeable future, our Company will be relatively inactive and will continue to process a relatively small number of financial transactions on a monthly and annual basis. The number of individuals available to provide management oversight and reviews will be few and accordingly, we expect to have material weaknesses in our disclosure controls and procedures until at least the completion of our 2020 fiscal year end on December 31, 2020.
 
(b)            
Management’s Annual Report on Internal Control Over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, and for evaluating the effectiveness of internal control over financial reporting as of December 31, 2019. Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive officer and principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States Generally Accepted Accounting Principles (“US GAAP”). Our system of internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP; and our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

15
 
 
Our management which includes our president and chief executive officer and chief financial officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2019 based upon criteria in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on such evaluation, management determined that our internal control over financial reporting was not effective as of December 31, 2019 because the following material weaknesses in internal control over financial reporting existed as of December 31, 2019:
 
Our Company is managed by a small number of individuals working out of offices in Aberdeenshire, Scotland, and Anguilla, B.W.I. We do not employ enough independent employees or members of management to provide third party oversight in review of our financial transactions on an ongoing basis. Our director and C.F.O. are solely responsible for initiating, reviewing and recording of financial transactions. Electronic and physical records of all of our Company’s financial transactions are maintained in Vancouver but they are not subject to third party review.
 
Our Company maintains a board of directors consisting of only one member. This small board of directors is inadequate for providing independent oversight of our management team and does not allow us to staff important board of director committees such as an independent audit committee. Given that our Company was facing material litigation, it was impossible to attract additional qualified members for our board of directors. Although this litigation is now resolved, this is still a material weakness in our internal control over financial reporting. Additionally, to date, we do not have a designated financial expert and we do not have an established whistleblower program. These are also material weaknesses in our internal control over financial reporting.
 
(c)            
Attestation report of the registered public account firm
 
This Form 20-F Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Form 20-F Annual Report.
 
(d)            
Changes in internal control over financing reporting
 
There were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report that have materially affected or are reasonably likely to materially affect, the Company's internal control over financial reporting.
 
Item 16A.         
AUDIT COMMITTEE FINANCIAL EXPERT
 
The Company does not have an audit committee financial expert serving on its audit committee. Each of the Company’s directors serving on the audit committee is financially literate and is able to professionally discharge the duties incumbent upon audit committee members. However, none of the audit committee members are “financial experts”. At such time as the Company may secure a project and is able to raise the significant funds necessary to exploit the opportunity, the Company will make a concerted effort to identify and appoint a financial expert to its audit committee.
 
Item 16B.        
CODE OF ETHICS
 
On January 1, 2007, the Board of Directors of the Company (the “Board”) adopted a new Code of Business Conduct and Ethics (the “Code”), which applies to the Company’s directors, officers and employees. The Code was adopted to further strengthen the Company’s internal compliance program. The Code addresses among other things, honesty and integrity, fair dealing, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, and administration of the code.

16
 
 
Item 16C.          
PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
Audit Fees
 
For the year ended December 31, 2019, the aggregate fees to Davidson & Company, LLP, Chartered Professional Accountants for professional services rendered for the audits of our annual financial statements included in our Form 20-F Annual Report were CDN$11,000. For the year ended December 31, 2018, the aggregate fees to Davidson & Company, LLP, Chartered Professional Accountants for professional services rendered for the audits of our annual financial statements included in our Form 20-F Annual Report were CDN$10,000.
 
Audit Related Fees
 
For the year ended December 31, 2019, the aggregate fees billed for assurance and related services by Davidson & Company, LLP, Chartered Professional Accountants relating to the performance of the audits of our financial statements which are not reported under the caption "Audit Fees" above, was $0.00. For the year ended December 31, 2018, the aggregate fees billed for assurance and related services by Davidson & Company, LLP, Chartered Professional Accountants relating to the performance of the audits of our financial statements which are not reported under the caption "Audit Fees" above, was $0.00.
 
Tax Fees
 
For the year ended December 31, 2019, the aggregate fees to Davidson & Company, LLP for other non-audit professional services, other than those services listed above, was $0.00. For the period ended December 31, 2019, the aggregate fees paid to Davidson & Company, LLP for tax compliance professional services, other than those services listed above, was $0.00.
 
For the year ended December 31, 2018, the aggregate fees to Davidson & Company, LLP for other non-audit professional services, other than those services listed above, was $0.00. For the period ended December 31, 2018, the aggregate fees paid to Davidson & Company, LLP for tax compliance professional services, other than those services listed above, was $0.00.
 
We do not use Davidson & Company, LLP for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage Davidson & Company, LLP to provide compliance outsourcing services.
 
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before Davidson & Company, LLP is engaged by us to render any auditing or permitted non-audit related service, the engagement be:
 
approved by our audit committee (which consists of our entire board of directors); or
 
entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors' responsibilities to management.
 
The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
 
Item 16D. 
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
 
Not applicable.

17
 
 
Item 16E. 
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
 
Not applicable.
 
Item 16F. 
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
 
Not Applicable.
 
Item 16G. 
CORPORATE GOVERNANCE
 
General
 
Corporate governance refers to the policies and structure of the board of directors of a company whose members are elected by and are accountable to the shareholders of the Company. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board of the Company is committed to sound corporate governance practices, as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.
 
Board of Directors
 
Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Company’s Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.
 
The non-independent members of the Board of the Company are:
 Nicholas W. Baxter, President and Chief Executive Officer
 Stephen Kenwood
 
A majority of our directors are not independent directors.
 
Management has been delegated the responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing cash flow, identifying new exploration prospects, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The board facilitates its independent supervision over management by reviewing and approving long-term strategic, business and capital plans, material contracts and business transactions, and all debt and equity financing transactions. Through its audit committee, the Board examines the effectiveness of the Company’s internal control processes and management information systems.
 
Directorships
 
The following table is a list of directorships in other reporting issuers held by the directors of the Company:
 
NameName of Reporting Issuers
Nicholas W. Baxter
Lexaria Bioscience Corp.
Jericho Oil Corporation
Stephen Kenwood
Majestic Gold Corp.
Sonoro Metals Corp.
Ely Gold Royalties Inc.
 
Orientation and Continuing Education
 
When new directors are appointed, they receive an orientation, commensurate with their previous experience, on the Company’s properties, business, technology and industry and on the responsibilities of directors.

18
 
 
 
Board meetings may also include presentations by the Company’s management and employees to give the directors additional insight into the Company’s business.
 
Ethical Business Conduct
 
The Board is of the view that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law are sufficient to ensure that the Board operates independently of management and in the best interests of the Company.
 
Nomination of Directors
 
The Board reviews its size each year. It considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience.
 
Compensation
 
The Board does not have a compensation committee.
 
Other Board Committees
 
The Board has no other committees.
 
Assessments
 
The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees. The Board has frequent communications with management and other board members, and is regularly consulted on important Company decisions. In this context, the Board periodically reviews the performance of the Board as a whole, any standing committees it has appointed, and individual directors, to ensure each is performing effectively.
 
Item 16H. 
MINE SAFETY DISCLOSURE
 
Not applicable.
 
PART III
 
Item 17.           
FINANCIAL STATEMENTS
 
The Company has elected to report under Item 18.
 
Item 18.          
FINANCIAL STATEMENTS
 
The Company’s financial statements have been prepared on the basis of US GAAP. Copies of the financial statements specified in Regulation 228.210 (Item 310) are filed with this Form 20-F Annual Report.
 
Index to Financial Statements
 
Financial Statements of Eurasia Energy Limited for the year ended December 31, 2019
 
Report of Davidson & Company, LLP dated April 30, 2020
 
Balance Sheets as of December 31, 2019 and 2018
 
Statements of Operations for the years ended December 31, 2019, 2018 and 2017
 
Statements of Stockholders’ Equity (Deficiency) for the year ended December 31, 2019, 2018 and 2017

19
 
 
Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017
 
Notes to Financial Statements
 
Item 19.             
EXHIBITS
 
Copies of the following documents are filed with this Form 20-F Annual Report as exhibits:
 
Index of Exhibits
 
1.1 
Articles of Incorporation and amendments thereto, as filed with the Registrant’s Form 10-SB on February 27, 2004, incorporated herein by reference.
 
1.2 
Bylaws as filed with the Registrant’s Form 10-SB on February 27, 2004, incorporated herein by reference.
 
1.3 
Certificate of Amendment to Articles of Incorporation filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference.
 
1.4 
Articles of Continuance filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference.
 
1.5    
Bylaws filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference.
 
2.1 
Dissent and Appraisal Rights of the Nevada Revised Statutes filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference.
 
2.2 
Form of Dissenter’s Appraisal Notice filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference.
 
2.3 
Plan of Conversion dated November 1, 2006, as filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference.
 
4.3      
Form S-4 Registration Statement filed on July 23, 2007, incorporated herein by reference.
 
Code of Ethics filed with the Registrant’s Form 10-KSB on March 30, 2007, incorporated herein by reference.
 
12.1       
Section 302 Certification of CEO
 
12.2       
Section 302 Certification of CFO
 
13.1       
Section 906 Certification of CEO
 
13.2      
Section 906 Certification of CFO
 
 

20
 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 EURASIA ENERGY LIMITED 
    
Date: April 30, 2020
By:  /s/ Nicholas W. Baxter
 
  Nicholas W. Baxter, 
  President and Chief Executive Officer 
 
 
    
Date: April 30, 2020By:  /s/ Graham Crabtree
 
  Graham Crabtree, 
  Chief Financial Officer 
 

21
 
 
 
 
 
EURASIA ENERGY LIMITED
 
 
Financial Statements
(Expressed in U.S. Dollars)
 
December 31, 2019
 
 
 
 
 
 
Index
 
Balance Sheets
 
Statements of Operations
 
Statements of Stockholders’ Equity (Deficiency)
 
Statements of Cash Flows
 
Notes to Financial Statements
 
 

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
To the Shareholders and Directors of
Eurasia Energy Limited
 
 
Opinion on the Financial Statements
 
We have audited the accompanying balance sheets of Eurasia Energy Limited (the “Company”), as of December 31, 2019 and 2018, and the related statements of operations, stockholders’ equity (deficiency), and cash flows for the years ended December 31, 2019, 2018 and 2017, and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years ended December 31, 2019, 2018 and 2017 in conformity with the accounting principles generally accepted in the United States of America.
 
Going Concern
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not raised funding or generated revenue from operations and has limited assets to explore investment opportunities which raise substantial doubt on its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Basis for Opinion
 
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
 
Our audits included performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
We have served as the Company’s auditor since 2016.
 
 
“DAVIDSON & COMPANY LLP”
 
Vancouver, Canada 
  Chartered Professional Accountants
 
April 30, 2020
 

 
 
 
EURASIA ENERGY LIMITED
 
 
BALANCE SHEETS
 
 
December 31, 2019 and 2018
 
 
 
 
 
 
December 31,
 
 
December 31,
 
(Expressed in U.S. Dollars)
 
2019
 
 
2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSETS
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
   Cash
 $1,518 
 $1,865 
 Total assets
 $1,518 
 $1,865 
 
    
    
 
    
    
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
    
    
 
    
    
Current liabilities
    
    
   Accounts payable and accrued liabilities
 $2,750 
 $4,583 
Total current liabilities
  2,750 
  4,583 
 
    
    
Long term liabilities
    
    
   Loan payable (Note 5)
  37,846 
  15,937 
Total liabilities
  40,596 
  20,520 
 
    
    
Stockholders' deficiency (Note 6)
    
    
Common stock, $0.001 par value, 100,000,000 authorized shares
    
    
    (34,548,368 issued and outstanding as of December 31, 2019 and 2018)
  34,548 
  34,548 
Additional paid-in capital
  7,104,130 
  7,104,130 
Accumulated deficit
  (7,177,756)
  (7,157,333)
 
    
    
Total stockholders' deficiency
  (39,078)
  (18,655)
 
    
    
Total liabilities and stockholders' deficiency
 $1,518 
 $1,865 
 
    
    
Basis of presentation and going concern (Note 2)
    
    
 
(The accompanying notes are an integral part of these financial statements)
 
 
 
 
 
 
 
 
EURASIA ENERGY LIMITED
 
 
STATEMENTS OF OPERATIONS
 
 
For the years ended December 31, 2019, 2018 and 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Expressed in U.S. Dollars)
 
2019
 
 
2018
 
 
2017
 
 
 
 
 
 
 
 
 
 
 
Expenses
 
 
 
 
 
 
 
 
 
   General and administrative
 $6,476 
 $3,486 
 $6,574 
   Professional fees
  13,947 
  10,386 
  16,263 
Net loss
  20,423 
  13,872 
  22,837 
 
    
    
    
Basic and diluted loss per common share
 $(0.00)
 $(0.00)
 $(0.00)
 
    
    
    
Weighted average number of common shares outstanding
    
    
    
      -basic and diluted
  34,548,368 
  34,548,368 
  34,548,368 
 
(The accompanying notes are an integral part of these financial statements)
 
 
 
 
 
 
 
 
EURASIA ENERGY LIMITED
 
 
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
 
 
For the years ended December 31, 2019, 2018 and 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
Common Stock
 
 
Additional
 
 
Accumulated
 
 
Stockholders'
 
(Expressed in U.S. Dollars)
 
Shares
 
 
Amount
 
 
Paid-in Capital
 
 
Deficit
 
 
Equity (Deficiency)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2016
  34,548,368 
 $34,548 
 $7,104,130 
 $(7,120,624)
 $18,054 
 
    
    
    
    
    
Net loss for the year
  - 
  - 
  - 
  (22,837)
  (22,837)
 
    
    
    
    
    
Balance, December 31, 2017
  34,548,368 
 $34,548 
 $7,104,130 
 $(7,143,461)
 $(4,783)
 
    
    
    
    
    
Net loss for the year
  - 
  - 
  - 
  (13,872)
  (13,872)
 
    
    
    
    
    
Balance, December 31, 2018
  34,548,368 
 $34,548 
 $7,104,130 
 $(7,157,333)
 $(18,655)
 
    
    
    
    
    
Net loss for the year
  - 
  - 
  - 
  (20,423)
  (20,423)
 
    
    
    
    
    
Balance, December 31, 2019
  34,548,368 
 $34,548 
 $7,104,130 
 $(7,177,756)
 $(39,078)
 
(The accompanying notes are an integral part of these financial statements)
 
 
 
 
 
 
 
 
EURASIA ENERGY LIMITED
 
 
STATEMENTS OF CASH FLOWS
 
 
For the years ended December 31, 2019, 2018 and 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Expressed in U.S. Dollars)
 
2019
 
 
2018
 
 
2017
 
 
 
 
 
 
 
 
 
 
 
Cash flows used in operating activities
 
 
 
 
 
 
 
 
 
   Net loss for the year
 $(20,423)
 $(13,872)
 $(22,837)
 
    
    
    
   Changes in non-cash working capital items
    
    
    
     Accrued interest payable
  1,589 
  937 
  - 
     Accounts payable and accrued liabilities
  (1,833)
  (4,220)
  5,403 
Net cash used in operating activities
  (20,667)
  (17,155)
  (17,434)
 
    
    
    
Cash flows from financing activities
    
    
    
   Loan received
  20,320 
  15,000 
  - 
Net cash provided by financing activities
  20,320 
  15,000 
  - 
 
    
    
    
Change in cash during the year
  (347)
  (2,155)
  (17,434)
 
    
    
    
Cash, beginning of year
  1,865 
  4,020 
  21,454 
 
    
    
    
Cash, end of year
 $1,518 
 $1,865 
 $4,020 
 
(The accompanying notes are an integral part of these financial statements)
 
 
 
 
EURASIA ENERGY LIMITED
Notes to Financial Statements
(Expressed in U.S. Dollars)
December 31, 2019
 
Note 1 - Organization of the Company and Description of the Business
 
Eurasia Energy Limited (“the Company”) was incorporated as Pacific Alliance Ventures Ltd. in the State of Nevada on October 20, 2003. The Company changed its name to Eurasia Energy Limited on November 28, 2005. The Company completed a continuation of its jurisdiction from Nevada to Anguilla, B.W.I. on December 31, 2007 and is currently inactive.
 
Note 2 - Basis of Presentation and Going Concern
 
The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
 
Going Concern
 
The accompanying financial statements are prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.
 
The Company has and is expected to incur net losses and cash outflows from operations in pursuit of maintaining the listing status of the Company.
 
During the year ended December 31, 2019, the Company has not raised any funds or generated any revenue from operations and has limited assets to explore investment opportunities. At December 31, 2019, the Company had cash of $1,518.  Management anticipates that the Company will have to raise additional funds and/or generate revenue from investors within twelve months to continue operations. Additional funding will be needed to explore investment opportunities and maintain the listing status of the Company. Obtaining additional funding will be subject to a number of factors, including general market conditions. These factors may impact the timing, amount, terms or conditions of additional financing available to us. If the Company is unable to raise sufficient funds, management will be forced to de-list the Company or cease our operations.
 
In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds.
 
Management has determined that there is substantial doubt about the Company's ability to continue as a going concern within one year after the financial statements are issued. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
 
Note 3 - Significant Accounting Policies
 
(a)             
Principles of Accounting
 
These financial statements have been prepared in accordance with generally accepted accounting principles (���GAAP”) in the United States of America (“U.S.”).
 
 
 
 
 
EURASIA ENERGY LIMITED
Notes to Financial Statements
(Expressed in U.S. Dollars)
December 31, 2019
 
Note 3 - Significant Accounting Policies - Continued
 
(b)             
Use of Estimates
 
The preparation of financial statements in conformity with U.S. GAAP 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 period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.
 
(c)             
Cash
 
The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. At December 31, 2019 and December 31, 2018, there was no cash equivalent.
 
(d)             
Income Taxes
 
The Company follows the asset and liability method of accounting for income taxes whereby deferred income taxes are recognized for the deferred income tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective income tax bases (temporary differences). Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is included in profit or loss in the period in which the change occurs. The amount of deferred income tax assets recognized is limited to the amount that is more likely than not to be realized.
 
(e)             
Earnings (Loss) Per Share
 
Basic earnings (loss) per share is computed by dividing net earnings (loss) for the year attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net loss for the year attributable to common stockholders by the weighted average number of common shares outstanding and dilutive common stock equivalents for the period. At December 31, 2019 and December 31, 2018, there was no stock option outstanding.
 
 
 
 
 
EURASIA ENERGY LIMITED
Notes to Financial Statements
(Expressed in U.S. Dollars)
December 31, 2019
 
Note 3 - Significant Accounting Policies - Continued
 
(f)             
Stock-Based Compensation
 
The Company grants stock options to buy common shares of the Company to directors, officers, employees and consultants. An individual is classified as an employee when the individual is an employee for legal or tax purposes, or provides services similar to those performed by an employee.
 
The fair value of stock options is measured on the date of grant, using the Black-Scholes option pricing model and is recognized over the vesting period. Consideration paid for the shares on the exercise of stock options is credited to share capital.
 
In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at the fair value of the share-based payment, using the Black-Scholes option pricing model.
 
(g)             
Foreign Currency Translation
 
The Company maintains a U.S. dollar bank account at a financial institution in Canada. Foreign currency transactions are translated into their functional currency, which is the U.S. dollar, in the following manner:
 
At the transaction date, each asset, liability, revenue and expense is translated into the functional currency by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are translated into U.S. dollars by using the exchange rate in effect at that date. Transaction gains and losses that arise from exchange rate fluctuations are included in the results of operations.
 
(h)             
Financial Instruments
 
The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor’s carrying amount or exchange amount.
 
Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest method of amortization. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income.
 
The Company classifies its financial instruments as follows:
 
Cash is classified as held for trading and is measured at fair value using Level 1 inputs. Accounts payable and accrued liabilities, and loan payable are classified as other financial liabilities, and have a fair value approximating its carrying value, due to its short-term.
 
 
 
 
EURASIA ENERGY LIMITED
Notes to Financial Statements
(Expressed in U.S. Dollars)
December 31, 2019
 
Note 4 - Recent Accounting Pronouncements
 
Accounting Pronouncements Adopted During the Period
 
(i)            
Accumulated Other Comprehensive Income
 
In February 2018, the FASB issued ASU 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU 2018-02”) to allow for the reclassification from accumulated other comprehensive income to retained earnings of stranded tax effects resulting from the Tax Cuts and Jobs Act enacted in December 2017. The Company adopted ASU 2018-02 on January 1, 2019. The adoption of ASU 2018-02 did not have a material impact on our financial position, results of operations or cash flows. 
 
(ii)            
Share-based payment to non-employees
 
In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Non-employee Share-based Payment Accounting. The standard expands the scope of Topic 718 to include share-based payments issued to nonemployees for goods or services, simplifying the accounting for share-based payments to non-employees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The Company adopted ASU 2018-07 on January 1, 2019. The adoption of ASU 2018-02 did not have a material impact on our financial position, results of operations or cash flows. 
 
(iii)            
Lease
 
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations recognizing lease assets and lease liabilities on the balance sheet. This ASU will require lessees to recognize a right-of-use (“ROU”) asset for its right to use the underlying asset and a lease liability for the corresponding lease obligation for leases with terms of more than twelve months. Accounting by lessors will remain largely unchanged from current GAAP. This ASU also requires expanded quantitative and qualitative disclosures for both lessees and lessors. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides entities with an additional (and optional) transition method in which the entity applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company has applied the new transition method upon adoption. In December 2018, the FASB issued ASU 2018-20, Leases (Topic 842): Narrow Scope Improvements for Lessors, which clarifies the treatment of sales taxes and other taxes collected from lessees, lessor costs paid directly by lessees, and recognition of variable payments for contracts with lease and non-lease components. In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842): Codification Improvements, which aligned the new lease guidance with the existing guidance for fair value of the underlying asset by lessors that are not manufacturers or dealers. It also clarified an exemption for lessors and lessees from a certain interim disclosure requirement associated with adopting the board’s new lease accounting standard. The Company adopted the guidance in these ASUs on January 1, 2019 and has not restated comparative periods. The adoption of these ASUs did not have any impact on our financial position, results of operations or cash flows as the Company currently does not have any lease arrangements.
 
 
 
 
EURASIA ENERGY LIMITED
Notes to Financial Statements
(Expressed in U.S. Dollars)
December 31, 2019
 
Note 4 - Recent Accounting Pronouncements - Continued
 
Recent Accounting Pronouncements Not Yet Adopted
 
(i)            
Income Tax
 
In December 2019, the FASB issued ASU 2019-12, “(Topic 740) Simplifying the Accounting for Income Taxes,” (“ASU 2019-12”) to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within that reporting period. The adoption of ASU 2019-12 is not expected to have a material impact on our financial position, results of operations or cash flows.
 
(ii)             
Revenue from collaborative arrangements
 
In November 2018, the FASB issued ASU No. 2018-18, which amended ASC 808, Collaborative Arrangements and ASC 606, Revenue from Contracts with Customers (“ASU 2018-18”), to require that transactions in collaborative arrangements be accounted for under ASC 606 if the counterparty is a customer for a good or service (or bundle of goods and services) that is a distinct unit of account. The amendments also preclude entities from presenting consideration from transactions with a collaborator that is not a customer together with revenue recognized from contracts with customers. The standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019. Early adoption is permitted, including in any interim period, provided an entity has already adopted ASC 606 or does so concurrently with the adoption of this guidance. The Company is currently evaluating the impact of its pending adoption of ASU 2018-18 on its financial statements. 
 
(iii)
Fair value measurement
 
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement against or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. The standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019. Early adoption is permitted upon issuance of the update. The Company does not expect the adoption of this guidance to have a material impact on its financial statements.    
 
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.
 
Note 5 – Loan Payable
 
During the year ended December 31, 2018, the Company obtained a loan of $15,000 from a third-party bearing interest at 10% per annum. The loan has no repayment terms and can be repaid at any time.
 
During the year ended December 31, 2019, the Company obtained an advance of $20,320 from a third-party. The advance was without repayment terms and interest. The advance was converted to as a loan to the Company bearing interest at 10% per annum effective from December 16, 2019. The loan has no repayment terms and can be repaid at any time.
 
At December 31, 2019, the outstanding loan payable was $35,320 (December 31, 2018: $15,000) and an accrued interest of $2,526 was recorded as part of the loan payable.
 
 
 
EURASIA ENERGY LIMITED
Notes to Financial Statements
(Expressed in U.S. Dollars)
December 31, 2019
 
Note 6 - Equity
 
Authorized: 100,000,000 common shares, par value $0.001.
 
(a)             
Common Stock
 
No common stock was issued during the years ended December 31, 2019, 2018 and 2017.
 
(b)             
Warrants
 
The Company did not have any outstanding share purchase warrants at December 31, 2019 and December 31, 2018.
 
During the years ended December 31, 2019, 2018 and 2017, the Company did not have any share purchase warrants issued, cancelled or exercised.
 
(c)             
Stock Options
 
The Company has adopted a stock option plan (the “Plan”) to grant options to directors, officers, employees, and consultants. Under the Plan, the Company may grant options to acquire up to 3,000,000 common shares of the Company. The exercise price of each option will not be less than the fair market value price of the Company’s stock on the date of grant. The Plan is administered by the Board of Directors.
 
During the year ended December 31, 2017, 2,550,000 stock options with exercise price of $0.05 per stock expired unexercised.
 
At December 31, 2019, 2018 and 2017, there was no outstanding stock option.
 
Note 7 - Related Party Transactions
 
During the years ended December 31, 2019, 2018 and 2017, the Company did not incur any transactions with related parties.
 
At December 31, 2019 and December 31, 2018, there was no outstanding balance with related parties.
 
Note 8 - Fair Value Accounting
 
Fair value measurement is based on a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value which are:
 
Level 1 - Quoted prices that are available in active markets for identical assets or liabilities.
Level 2 - Quoted prices in active markets for similar assets that are observable.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
 
The Company’s cash is measured at fair value using Level 1 inputs.
 
 
 
 
EURASIA ENERGY LIMITED
Notes to Financial Statements
(Expressed in U.S. Dollars)
December 31, 2019
 
Note 9 - Income Tax
 
The Company was liable for taxes in the United States until it completed its continuation from the State of Nevada, U.S.A. to Anguilla, British West Indies since December 31, 2007. There is no income tax imposed on companies by the government of Anguilla, British West Indies.
 
For the years ended December 31, 2019, 2018 and 2017, the Company did not have any income for tax purposes and therefore, no tax liability or expense has been recorded in these financial statements.
 
For U.S. tax reporting purpose, the Company has available net operating loss carryforwards of approximately $1,338,000 for tax purposes to offset future taxable income which expires commencing 2026 through the year 2029. Pursuant to the Tax Reform Act of 1986, annual utilization of the Company’s net operating loss carryforwards may be limited if a cumulative change in ownership of more than 50% is deemed to occur within any three-year period.
 
The deferred tax asset associated with the tax loss carryforwards is approximately $475,000 at December 31, 2019. The Company has provided a full valuation allowance against the deferred tax asset.