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EX-32.1 - EXHIBIT 32.1 - Asian Development Frontier Inc.exhibit32-1.htm
EX-31.1 - EXHIBIT 31.1 - Asian Development Frontier Inc.exhibit31-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 31, 2017

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [   ] to [   ]

Commission file number 000-52010

ASIAN DEVELOPMENT FRONTIER INC.
(Exact name of registrant as specified in its charter)

Nevada N/A
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)  
   
65/10-12 Floor 1, Chamnan Phenjati Business Center Building  
Rama IX Rd, Huai Khwang, Bangkok Thailand N/A
(Address of principal executive offices) (Zip Code)
   
Registrant's telephone number, including area code: 852-3106-3133

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of Each Exchange On Which Registered
N/A N/A

Securities registered pursuant to Section 12(g) of the Act:

Common stock, par value of $0.001
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
Yes [   ]       No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [   ]       No [X]

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 last 90 days.
Yes [X]       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-K (§229.405 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 [X]       No [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[   ]

Large accelerated filer               [   ] Accelerated filer                [   ]
   
Non-accelerated filer                 [   ] Smaller reporting company     [X]
   
(Do not check if smaller reporting company) Emerging growth company        [   ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
[   ] YES        [X] NO

The aggregate market value of Common Stock held by non-affiliates of the Registrant on July 31, 2016 was $2,418,400 based on a $0.06 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

95,306,667 common shares as of May 11, 2017

DOCUMENTS INCORPORATED BY REFERENCE

None.


TABLE OF CONTENTS

Item 1. Business 4
     
Item 1A. Risk Factors 6
     
Item 1B. Unresolved Staff Comments 6
     
Item 2. Properties 6
     
Item 3. Legal Proceedings 6
     
Item 4. Mine Safety Disclosures 7
     
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 7
     
Item 6. Selected Financial Data 8
     
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 8
     
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 12
     
Item 8. Financial Statements and Supplementary Data 12
     
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 14
     
Item 9A. Controls and Procedures 14
     
Item 9B. Other Information 15
     
Item 10. Directors, Executive Officers and Corporate Governance 15
     
Item 11. Executive Compensation 19
     
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 21
     
Item 13. Certain Relationships and Related Transactions, and Director Independence 22
     
Item 14. Principal Accounting Fees and Services 23
     
Item 15. Exhibits, Financial Statement Schedules 24

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PART I

Item 1.        Business

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our audited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our” and “our company” mean Asian Development Frontier Inc., unless the context clearly requires or states otherwise.

Corporate Overview

We were incorporated in the State of Nevada on February 2, 2005. Our original business plan was to develop fuel cell technology and produce fuel cells in China for indoor forklifts, scooters, underwater equipment (e.g. shallow underwater sightseeing submarines) that require a small size, longevity of use and silent operation. During fiscal 2008 we suspended the development of our products and business plan until we were able to raise sufficient additional financing.

Since the suspension of our original business plan, our management has been analyzing various alternatives available to our company to ensure our survival and to preserve our shareholders' investment in our common shares.

On July 31, 2012, we filed Articles of Merger with the Nevada Secretary of State to change the name of the company from “Intervia Inc.” to “Blue Sky Petroleum Inc.”, by way of a merger with our wholly-owned subsidiary Blue Sky Petroleum Inc., which was created solely for the name change.

Also on July 31, 2012, we filed a Certificate of Change with the Nevada Secretary of State to give effect to a forward split of our authorized and issued and outstanding shares of common stock on a 3 new for 1 old basis and, consequently, our authorized capital increased from 75,000,000 to 225,000,000 shares and correspondingly, our issued and outstanding shares of common stock increased from 15,740,000 to 47,220,000 shares of common stock, all with a par value of $0.001. These amendments became effective on August 7, 2012 upon approval from the Financial Industry Regulatory Authority (FINRA).

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Effective September 19, 2012, our stock symbol changed from “ITVA” to “BSKY” to better reflect the new name of our company. The symbol change became effective with the OTC Markets at the opening of trading on September 19, 2012.

On June 10, 2015, our board of directors approved an agreement and plan of merger to merge with our wholly-owned subsidiary Asian Development Frontier Inc., a Nevada corporation, to effect a name change from Blue Sky Petroleum Inc. to Asian Development Frontier Inc. Asian Development Frontier Inc. was formed solely for the change of name.

Articles of Merger to effect the merger and change of name were filed and became effective with the Nevada Secretary of State on July 9, 2015. The name change became effective with the OTC Markets at the opening of trading on July 9, 2015 under the symbol "ADFI". Our CUSIP number is 04521W101.

The address of our principal executive office is 65/10-12 Floor 1, Chamnan Phenjati Business Center Building. Rama IX Rd, Huai Khwang, Bangkok, Thailand. Our telephone number is 852-3106-3133.

Our Current Business

During our last two fiscal years, we have been a company with no operations.

We continue to look for properties and opportunities. However, at this time we have not yet been successful in finding a transaction that has warranted pursuing.

Research and Development

We do not currently have a formal research and development effort. We do not intend to allocate any funds to research and development over the twelve months ending January 31, 2018.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the twelve months ending January 31, 2018.

Competition

Currently our company has no mineral properties. We have been, and may become again, a mineral resource exploration company. We may compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we may compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration. This competition could adversely impact on our ability to finance exploration and to achieve the financing necessary for us to develop mineral properties that we acquire.

Compliance with Government Regulation

We are committed to complying with and are, to our knowledge, in compliance with, all governmental and environmental regulations applicable to our company and any future properties. Permits from a variety of regulatory authorities are required for many aspects of mine operation and reclamation. We cannot predict the extent to which these requirements will affect our company or any future properties if we identify the existence of minerals in commercially exploitable quantities. In addition, future legislation and regulation could cause additional expense, capital expenditure, restrictions and delays in the exploration of any future properties.

5


Subsidiaries

We do not have any subsidiaries.

Employees

Currently, we do not have any employees. Additionally, we have not entered into any consulting or employment agreements with our president, chief executive officer, treasurer, secretary or chief financial officer. Our directors, executive officers and certain contracted individuals play an important role in the running of our company. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed.

We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our programs.

Intellectual Property

We do not own, either legally or beneficially, any patent or trademark.

REPORTS TO SECURITY HOLDERS

We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission and our filings are available to the public over the internet at the Securities and Exchange Commission’s website at http://www.sec.gov. The public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, at http://www.sec.gov.

Item 1A.     Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 1B.     Unresolved Staff Comments

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2.        Properties

Our principal office is located at 65/10-12 Floor 1, Chamnan Phenjati Business Center Building, Rama IX Rd, Huai Khwang, Bangkok, Thailand. We utilize the office space and equipment of our management at no cost. We believe that this space is sufficient to meet our present needs and do not anticipate any difficulty in securing alternative or additional space, as needed, on terms acceptable to us.

Item 3.        Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

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Item 4.        Mine Safety Disclosures

Not applicable.

PART II

Item 5.        Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our shares of common stock were listed on the OTC Markets (“OTC”) on August 21, 2006 under the trading symbol “ITVA”. Effective September 19, 2012, our stock symbol changed from “ITVA” to “BSKY”. On July 9, 2015 our trading symbol changed from "BSKY" to "ADFI" in connection with our change of name.

OTCBB(1)
Quarter Ended High Low
January 31, 2017 $0.06(2) $0.06(2)
October 31, 2016 $0.06(2) $0.06(2)
July 31, 2016 $0.06(2) $0.06(2)
April 30, 2016 $0.06 $0.06
January 31, 2016 N/A(2) N/A(2)
October 31, 2015 N/A(2) N/A(2)
July 31, 2015 $0.06 $0.06
April 30, 2015 N/A(2) N/A(2)
January 31, 2015 $0.05(2) $0.05(2)

(1)

Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

(2)

No trades occurred during this period.

Our shares are issued in registered form. Pacific Stock Transfer Inc., 4045 South Spencer Street, Suite 403, Las Vegas, NV 89119 (Telephone: (702) 361-3033; Facsimile: (702) 433-1979) is the registrar and transfer agent for our common shares.

Holders

On May 11, 2017, the shareholder’s list showed 46 registered shareholders and 95,306,667 common shares outstanding.

Dividend Policy

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

7


Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Other than as disclosed below, we did not sell any equity securities which were not registered under the Securities Act during the year ended January 31, 2017 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended January 31, 2017.

Equity Compensation Plan Information

Except as disclosed below, we do not have a stock option plan in favor of any director, officer, consultant or employee of our company.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during the fiscal year ended January 31, 2017.

Item 6.        Selected Financial Data

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 7.        Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended January 31, 2017 and January 31, 2016 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Cash Requirements

We estimate our operating expenses and working capital requirements for the twelve month period to be as follows:

Estimated Expenses For the Twelve Month Period ending January 31, 2018  
Management compensation $  Nil  
Professional fees $  60,000  
General and administrative $  150,000  
Total $  210,000  

At present, our cash requirements for the next 12 months outweigh the funds available to maintain our operations or development of any future properties. Of the $210,000 that we require for the next 12 months, we had $0 in cash as of January 31, 2017, and a working capital deficit of $277,553. Until we complete another transaction, acquisition or business combination, our cash requirements will be in regards to maintaining our corporate existence, and ensuring compliance with our SEC continuous disclosure obligations, including our financial reporting requirements. In addition, we will require additional capital in order to investigate and conclude any future transaction, acquisition or business combination. In order to improve our liquidity, we plan to pursue additional equity financing from private investors or possibly a registered public offering. We do not currently have any definitive arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us.

8


Results of Operations for the Years Ended January 31, 2017 and 2016

The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended January 31, 2017 and 2016.

Our operating results for the years ended January 31, 2017 and 2016 are summarized as follows:

    Year Ended  
    January 31,  
    2017     2016  
Operating Expenses $  70,195   $  82,918  
Total Other Income/(Expense) $  1,210   $  Nil  
Net Loss $  (68,985 ) $  (82,918 )

Revenue

We have not earned any revenues since our inception and we do not anticipate earning revenues in the near future.

General and Administrative Expenses

Our general and administrative expenses for the year ended January 31, 2017 and January 31, 2016 are outlined in the table below:

    Year Ended  
    January 31,  
    2017     2016  
Management compensation $  Nil   $  Nil  
Professional fees $  9,662   $  28,069  
General and administrative $  60,533   $  54,849  

The decrease in operating expenses for the year ended January 31, 2017, compared to the same period in fiscal 2016, was mainly due a decrease in general and administrative fees, offset by a reduction in professional fees.

Liquidity and Financial Condition

Working Capital

    At January 31,     At January 31,     Percentage  
    2017     2016     Increase/(Decrease)  
Current Assets $  1,500   $  Nil     100.00%  
Current Liabilities $  279,053   $  208,568     37.63 %  
Working Capital $  (277,553 ) $  (208,568 )   37.63 %  

Cash Flows                  
    At January 31,     At January 31,     Percentage  
    2017     2016     Increase/(Decrease)  
Net cash used in operations $  Nil   $  (21,069 ) $  (100.00% )
Net cash provided by financing activities $  Nil   $  19,986   $  (100.00% )
Net cash used in investing activities $  Nil   $  Nil   $  0.00%  
Increase (Decrease) in Cash During the Period $  Nil   $  Nil   $  0.00%  

9


We had cash in the amount of $Nil as of January 31, 2017 as compared to $Nil as of January 31, 2016. We had a working capital deficit of $277,553 as of January 31, 2017 compared to working capital deficit of $208,568 as of January 31, 2016.

Operating Activities

Net cash used by operating activities for the year ended January 31, 2017 was $Nil as compared to net cash used in operating activities of $21,069 for the year ended January 31, 2016. The decrease of cash used in operating activities resulted from a Company shareholder directly paying our expenses incurred during the period in the amount of $88,917.

Financing Activities

Net cash provided by financing activities for the year ended January 31, 2017 was $Nil as compared to net cash provided by operating activities of $19,986 for the year ended January 31, 2016.

We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed.

Future Financings

We will require additional funds to implement our growth strategy in our business. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares.

There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis should it be required, or generate significant material revenues from operations, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Going Concern

We have suffered recurring losses from operations and are dependent on our ability to raise capital from stockholders or other sources to meet our obligations and repay our liabilities arising from normal business operations when they become due. In their report on our audited financial statements for the year ended January 31, 2017, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosure describing the circumstances that lead to this disclosure by our independent auditors.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

10


Critical Accounting Policies

Basis of Presentation

The financial statements of our company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in U.S. dollars, our company’s functional currency. Our company has elected a January 31 year end.

Use of Estimates

The preparation of financial statements in conformity with US 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 periods. Actual results could materially differ from those estimates and assumptions. Significant areas requiring the use of management estimates relate to the expected tax rates for future income tax recoveries and determining the fair values of financial instruments and the carrying value of the resource property.

Income Taxes

Our company uses the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Our company accounts for uncertainty in income taxes by prescribing the recognition threshold that a tax position is required to meet before any part of the benefit of that position may be recognized in the financial statements.

Basic and Diluted Loss per Share

Basic loss per share is computed using the weighted average number of common shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. For the years presented, diluted loss per share is equal to basic loss per share as our company does not have any dilutive securities.

Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

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Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Our company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, and amounts due to related parties. We believe that the recorded values of all of our financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Recent Accounting Pronouncements

Our company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Item 7A.     Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 8.        Financial Statements and Supplementary Data

12


 

 

 

 

Financial statements of

Asian Development Frontier Inc.
(Formerly Blue Sky Petroleum Inc.)

January 31, 2017

 

 

 


Asian Development Frontier Inc.
January 31, 2017

Table of contents

Independent Auditor’s Report 1
   
Balance sheet 2
   
Statement of operations 3
   
Statement of stockholders’ deficit 4
   
Statement of cash flows 5
   
Notes to the financial statements 6-9


Independent Auditor’s Report

To The Board of Directors and Stockholders of

Asian Development Frontier, Inc.

We have audited the accompanying balance sheets of Asian Development Frontier, Inc. (the Company) as of January 31, 2017 and 2016, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Asian Development Frontier, Inc. as of January 31, 2017 and 2016, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not generated revenues sufficient enough to cover its operating expenses. This factor, among others, raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Heaton & Company, PLLC

Farmington, Utah

May 12, 2017



Asian Development Frontier Inc.
Balance sheet
as at January 31, 2017
(Stated in US dollars)
    2017     2016  
    $     $  
             
Current asset   -     -  
             Prepaid Expense   1,500     -  
Total current assets   1,500     -  
             
Total asset   1,500     -  
             
Liabilities            
Current liabilities            
   Accounts payable and accrued liabilities   14,347     32,779  
   Due to related party   264,706     175,789  
Total liabilities   279,053     208,568  
             
Shareholders’ deficit            
Capital stock            
   Authorized 
         22,500,0000 common shares, $0.001 par value, 
   Issued and outstanding 
         95,306,667 common shares (2016 - 95,306,667)
  95,307     95,307  
Additional paid-in-capital   502,487     502,487  
Accumulated deficit   (875,347 )   (806,362 )
Total shareholders' deficit   (277,553 )   (208,568 )
             
Total liabilities and stockholders' deficit   1,500     -  

The accompanying notes to the financial statements are an integral part of this financial statement.

Page 3



Asian Development Frontier Inc.
Statement of operations
year ended January 31, 2017
(Stated in US dollars)
    2017     2016  
    $     $  
             
Operating expenses            
   Professional fees   9,662     28,069  
   General and administrative   60,533     54,849  
    70,195     82,918  
             
Other income (expenses)            
   Foreign exchange   1,210     -  
             
Net loss   (68,985 )   (82,918 )
             
Basic and diluted loss per share   (0.00 )   (0.00 )
             
Weighted average number of shares outstanding - basic and diluted   95,306,667     96,970,229  

The accompanying notes to the financial statements are an integral part of this financial statement.

Page 4


Asian Development Frontier Inc.
Statement of stockholders’ deficit
year ended January 31, 2017
(Stated in US dollars)

                Additional              
    Common stock     paid-in     Accumulated        
    Shares     Amount     capital     deficit     Total  
          $     $     $     $  
                               
Balance, January 31, 2015   102,506,667     102,507     495,287     (723,444 )   (125,650 )
Cancellation of shares (Note 5)   (7,200,000 )   (7,200 )   7,200     -     -  
Net loss   -     -     -     (82,918 )   (82,918 )
Balance, January 31, 2016   95,306,667     95,307     502,487     (806,362 )   (208,568 )
Net loss   -     -     -     (68,985 )   (68,985 )
Balance, January 31, 2017   95,306,667     95,307     502,487     (875,347 )   (277,553 )
                               

The accompanying notes to the financial statements are an integral part of this financial statement.

Page 5


Asian Development Frontier Inc.
Statement of cash flows
year ended January 31, 2017
(Stated in US dollars)

    2017     2016  
    $     $  
             
Operating activities            
   Net loss   (68,985 )   (82,918 )
   Adjustments to reconcile net loss to net cash used by operating activities            
         Expenses paid by Company shareholder   88,917     48,602  
   Changes in working capital            
         Accounts payable and accrued liabilities   (18,432 )   13,247  
         Prepaid Expense   (1,500 )      
    -     (21,069 )
             
Financing activity            
   Proceeds from related party payable   -     19,986  
    -     19,986  
             
Net changes in cash   -     (1,083 )
Cash, beginning of year   -     1,083  
Cash, end of year   -     -  
             
Supplemental disclosures cash flow information            
   Cash paid for            
         Interest   -     -  
         Income taxes   -     -  

The accompanying notes to the financial statements are an integral part of this financial statement.

Page 6



1.

Nature of business

   

The Company was incorporated in the State of Nevada on February 2, 2005. The Company was previously in the business of developing fuel cell products in China. During fiscal 2008, the Company suspended the development of their fuel cell products due to the inability to raise sufficient additional financing. Management is currently focusing on identifying, evaluating and negotiating new business opportunities. On July 31, 2012, the Company through a merger with a wholly-owned subsidiary changed its name from Intervia Inc. to Blue Sky Petroleum Inc. Effective July 9, 2015, the Company through a merger with a wholly-owned subsidiary changed its name from Blue Sky Petroleum Inc. to Asian Development Frontier Inc. (the “Company”).

   

The Company has not generated any revenues from operations. The Company will obtain additional funding by borrowing funds from its director and officer, or by private placement of common stock. There can be no assurance that the Company will be successful in its efforts to raise additional financing or if financing is available, that it will be on terms that are acceptable to the Company.

   
2.

Going concern

   

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs which raises substantial doubt regarding the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

   

Management’s plan to support the Company in its operations and to maintain its business strategy is to raise funds through public offerings and to rely on officers and directors to perform essential functions with minimal compensation. If the Company does not raise all of the money it needs from public offerings, it will have to find alternative sources, such as a second public offering, a private placement of securities, or loans from its officers, directors or others. If the Company requires additional cash and is unable to raise it, it will either have to suspend operations until the cash is raised, or cease business entirely.

   

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

   
3.

Significant accounting policies

   

Basis of presentation

   

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in U.S. dollars, the Company’s functional currency. The Company has elected a January 31 year end.

   

Use of estimates

   

The preparation of financial statements in conformity with US 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 periods. Actual results could materially differ from those estimates and assumptions. Significant areas requiring the use of management estimates relate to the expected tax rates for future income tax recoveries and determining the fair values of financial instruments.

The accompanying notes to the financial statements are an integral part of this financial statement.

Page 6



3.

Significant accounting policies (continued)

   

Income taxes

   

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

   

The Company accounts for uncertainty in income taxes by prescribing the recognition threshold that a tax position is required to meet before any part of the benefit of that position may be recognized in the financial statements.

   

Basic and diluted loss per share

   

Basic loss per share is computed using the weighted average number of common shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. For the years presented, diluted loss per share is equal to basic loss per share as the Company does not have any dilutive securities.

   

Financial instruments

   

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

   

Level 1

   

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

   

Level 2

   

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model- derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

The accompanying notes to the financial statements are an integral part of this financial statement.

Page 6



3.

Significant accounting policies (continued)

   

Financial instruments (continued)

   

Level 3

   

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

   

The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, and amounts due to related parties. We believe that the recorded values of all of our financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

   
4.

Related party transactions

   

During the year ended January 31, 2017, the Company did not pay or accrue any management salaries (2016 - $Nil) to directors or former directors of the Company. During the year ended January 31, 2016, the former director assigned $124,710 of his debt to another related party. At January 31, 2017, an additional amount of $139,996 is owed to the Company’s former director for compensation, advances and expenses paid. The total related party debt owed is $264,706 (2016 - $175,789).

   
5.

Common Stock

   

The Company is authorized to issue 225,000,000 shares of its $0.001 par value common stock. During the year ended January 31, 2017, no shares of common stock were cancelled (January 31, 2016 7,200,000 share).

   

At January 31, 2017 and 2016, the Company had 95,306,667 shares issued and outstanding.

   

At January 31, 2017 and 2016 the Company had no issued or outstanding stock options or warrants.

   
6.

Income taxes

   

The Company is subject to United States federal and state income taxes at an approximate rate of 34%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:


      2017     2016  
      $     $  
               
  Net loss before income taxes   (68,985 )   (85,418 )
  Statutory tax rate   34%     34%  
  Income tax recovery   (23,455 )   (29,042 )
  Valuation allowance   23,455     29,042  
      -     -  

The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards, regardless of their time of expiry.

The accompanying notes to the financial statements are an integral part of this financial statement.

Page 6



6.

Income taxes (continued)

   

The Company has not filed income tax returns since inception. Tax authorities prescribe penalties for failing to file certain tax returns and supplemental disclosures. Upon filing there could be penalties and interest assessed. Such penalties vary by jurisdiction and by assessing practices and authorities. As the Company has incurred losses since inception there would be no known or anticipated exposure to penalties for income tax liability. However, certain jurisdictions may assess penalties for failing to file returns and other disclosures and for failing to file other supplementary information associated with foreign ownership, activities, debt and equity positions. Management has considered the likelihood and significance of possible penalties associated with its current and intended filing positions and has determined, based on their assessment, that such penalties, if any, would not be expected to be material. Management’s assessment is subject to uncertainty. All tax years from inception are open to examination by the Internal Revenue Service.

   

No provision for income taxes has been provided in these financial statements due to the net loss for the years ended January 31, 2017 and 2016. At January 31, 2017 the Company has net operating loss carry forwards of $875,347, which expire commencing in 2033. The potential tax benefit of these losses may be limited due to certain change in ownership provisions under Section 382 of the Internal Revenue Code (“IRS”) and similar state provisions.

   

IRS Section 382 places a limitation (the “Section 382 Limitation”) on the amount of taxable income which can be offset by net operating loss carryforwards after a change in control (generally greater than a 50% change in ownership) of a loss corporation. Generally, after a control change, a loss corporation cannot deduct operating loss carryforwards in excess of the Section 382 Limitation. Due to these “change in ownership” provisions, utilization of the net operating loss and tax credit carryforwards may be subject to an annual limitation regarding their utilization against taxable income in future periods. The Company has not concluded its analysis of Section 382 through January 31, 2017, but believes that the provisions will not limit the availability of losses to offset future income.

   
7.

Subsequent events

   

Management has evaluated events occurring between the end of the fiscal year, January 31, 2017, to the date when the financial statements were issued. No material events had occurred within this period.

The accompanying notes to the financial statements are an integral part of this financial statement.

Page 6


Item 9.        Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

On September 16, 2015, we notified our independent registered public accounting firm, Anderson Bradshaw PLLC (“Anderson Bradshaw”), that we had decided to change auditors and were therefore dismissing Anderson Bradshaw, effective immediately. Our decision was approved by our sole director, acting as the audit committee, on that same day, and concurrent with Anderson Bradshaw’s dismissal, our sole director appointed Heaton & Company, PLLC (“Heaton”) as our new independent registered public accounting firm.

During the fiscal years ended January 31, 2015 and 2014, and through September 16, 2015, neither our company nor anyone acting on our behalf consulted Heaton regarding (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our company’s financial statements, and neither a written report nor oral advice was provided to our company that Heaton concluded was an important factor considered by our company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

The reports of Anderson Bradshaw regarding our company’s financial statements for the fiscal years ended January 31, 2015 and 2014 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except to indicate that there was substantial doubt about our company’s ability to continue as a going concern.

During the fiscal years ended January 31, 2015 and 2014, and through September 16, 2015, our company did not (i) have any disagreements (as defined in Item 304(a)(1(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Anderson Bradshaw on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Anderson Bradshaw, would have caused it to make reference thereto in connection with its reports; or (ii) experience any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9A.      Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that the information disclosed in the reports we file with the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our president (our principal executive officer and our principal financial and accounting officer), as appropriate, to allow timely decisions regarding required disclosure.

Management, including our president (our principal executive officer and our principal financial and accounting officer), evaluated the effectiveness of our disclosure controls and procedures, as of January 31, 2017, in accordance with Rules 13a-15(b) and 15d-15(b) of the Securities and Exchange Act of 1934, as amended and concluded that our disclosure controls and procedures are not effective to ensure the information required to be disclosed by us in the reports that we file or submit under the Securities and Exchange Act of 1934, as amended is recorded, processed, summarized and reported within the time period specified in SEC rules and forms.

Our management, including our president (our principal executive officer and our principal financial and accounting officer), do not expect that our disclosure controls, and procedures or internal controls will prevent all possible error and fraud. Our disclosure controls and procedures are, however, designed to provide reasonable assurance of achieving their objectives, and our president (our principal executive officer and our principal financial and accounting officer) have concluded that our financial controls and procedures are not effective at that reasonable assurance level.

14


Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of January 31, 2017. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework - 2013. Our management has concluded that, as of January 31, 2016, our internal control over financial reporting was not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. Our management reviewed the results of their assessment with our board of directors.

This annual report does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this annual report.

Inherent Limitations on Effectiveness of Controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the year ended January 31, 2017 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B.      Other Information

None.

PART III

Item 10.      Directors, Executive Officers and Corporate Governance

The following individuals serve as the directors and executive officers of our company as of the date of this annual report. All directors of our company hold office until the next annual meeting of our shareholders or until their

15


successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

Name
Position Held
with our company
Age
Date First Elected or
Appointed
Prom Vuoch

President, Chief Financial Officer,
Chief Executive Officer, Treasurer,
Secretary and Director
38

January 15, 2016

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Prom Vuoch - President, Chief Financial Officer, Chief Executive Officer, Treasurer, Secretary and Director

Prom Vuoch has acted as our president, chief financial officer, chief executive officer, treasurer, secretary and director since January 15, 2016.

Influenced by his father, he started his career with a Non-governmental organization as a technician and consultant for farming, travelling to different villages to assist and advising Chief of the village on the proper farming methods.

Started to work as a freelance driver for tour groups to understand the tourism industry and joined Limousine Service in 2004, accommodated the rising number of tourist and business entrepreneur visiting and residing in Cambodia.

Moving to Cheung Sheng Development, an international company, as an operation assistant in 2013, further fostered operations function as well as leadership capability with wide scope of responsibilities that cover the projects in both Phnom Penh and Siem Reap on construction operations and land development.

With this experience and knowledge, spotted a niche in the market in Cambodia and successfully set up his own car company in 2014. The car company provides car rental with well-trained experienced drivers, who deliver reliable, timely, personalized and memorable services.

Our company believes that Mr. Vuoch's professional background experience gives him the qualifications and skills necessary to serve as a director and officer of our company.

Our board of directors consists solely of Prom Vuoch.

Significant Employees

There are no individuals other than our executive officers who make a significant contribution to our company.

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

16


Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

  1.

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

  2.

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

  3.

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

  4.

been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

  5.

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

  6.

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended January 31, 2017, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of the following:




Name


Number of Late
Reports
Number of
Transactions
Not Reported on
a Timely Basis

Failure to File
Required
Forms
Prom Vuoch 1(1) 1 N/A
Alvin Lee Jin Han 1(1) 1 N/A

17






Name


Number of Late
Reports
Number of
Transactions
Not Reported on
a Timely Basis

Failure to File
Required
Forms
Kok Seong Lim 1(1) 1 N/A

(1)

The director/officer or 10% shareholder was late filing a Form 3, Initial Statement of Beneficial Ownership.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company’s officers including our president, chief executive officer and chief financial officer, employees, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

  1.

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

  2.

full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

  3.

compliance with applicable governmental laws, rules and regulations;

  4.

the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

  5.

accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our company’s senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company’s Code of Business Conduct and Ethics by another.

Our Code of Business Conduct and Ethics was filed with the Securities and Exchange Commission as Exhibit 14.1 to our annual report on Form 10-KSB for the year ended January 31, 2008. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Asian Development Frontier Inc., 65/10-12 Floor 1, Chamnan Phenjati Business Center Building, Rama IX Rd, Huai Khwang, Bangkok, Thailand.

Nomination Process

As of January 31, 2017, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.

18


Audit Committee and Audit Committee Financial Expert

We do not currently have an audit committee or a committee performing similar functions. The board of directors as a whole participates in the review of financial statements and disclosure.

Our board of directors has determined that it does not have a member of its audit committee that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K, and is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the sole member of our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our sole director does not believe that it is necessary to have such committees because believes the functions of such committees can be adequately performed by the sole member of our board of directors.

Item 11.      Executive Compensation

The particulars of the compensation paid to the following persons:

  (a)

our principal executive officer;

     
  (b)

each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended January 31, 2017 and 2016; and

     
  (c)

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended January 31, 2017 and 2016,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE




Name
and
Principal
Position







Year






Salary
($)






Bonus
($)





Stock
Awards
($)





Option
Awards
($)



Non-Equity
Incentive
Plan
Compensation
($)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)




All
Other
Compensation
($)






Total
($)
Prom
Vuoch(1)
President, Chief
Financial
Officer, Chief
Executive
Officer,
Treasurer,
Secretary and
Director
2017
2016







Nil
Nil







Nil
Nil







Nil
Nil







Nil
Nil







Nil
Nil







Nil
Nil







Nil
Nil







Nil
Nil







19



SUMMARY COMPENSATION TABLE




Name
and
Principal
Position







Year






Salary
($)






Bonus
($)





Stock
Awards
($)





Option
Awards
($)



Non-Equity
Incentive
Plan
Compensation
($)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)




All
Other
Compensation
($)






Total
($)
Alvin Lee
Jin Han(2)
Former
President, Chief
Financial
Officer, Chief
Executive
Officer,
Treasurer,
Secretary and
Director
2017
2016








N/A









N/A
Nil








N/A
Nil








N/A
Nil








N/A
Nil








N/A
Nil








N/A
Nil








N/A
Nil








Karsanbhai
Hirachan(3)
Former
President, Chief
Financial
Officer, Chief
Executive
Officer,
Treasurer,
Secretary and
Director
2017
2016








N/A
Nil








N/A
Nil








N/A
Nil








N/A
Nil








N/A
Nil








N/A
Nil








N/A
Nil








N/A
Nil








Michael J.
Johnson(4)
Former
President, Chief
Financial
Officer, Chief
Executive
Officer,
Treasurer,
Secretary and
Director
2017
2016








N/A
Nil








N/A
Nil








N/A
Nil








N/A
Nil








N/A
Nil








N/A
Nil








N/A
Nil








N/A
Nil \









  (1)

Mr. Vuoch was appointed as president, chief financial officer, chief executive officer, treasurer, secretary and director of our company on January 15, 2016.

  (2)

Mr. Han was appointed as president, chief financial officer, chief executive officer, treasurer, secretary and director of our company on June 4, 2015 and resigned all positions on January 15, 2016.

  (3)

Mr. Hirachan was appointed as president, chief financial officer, chief executive officer, treasurer, secretary and director of our company on May 12, 2015 and resigned all positions on June 4, 2015.

  (4)

Mr. Johnson was appointed as president, chief financial officer, chief executive officer, treasurer, secretary and director of our company on January 3, 2013 and resigned all positions on May 12, 2015.

There are no compensatory plans or arrangements with respect to our executive officers resulting from their resignation, retirement or other termination of employment or from a change of control.

Stock Option Plan

Currently, we do not have a stock option plan in favor of any director, officer, consultant or employee of our company.

Stock Options/SAR Grants

During our fiscal year ended January 31, 2017 there were no options granted to our named officers or directors.

20


Outstanding Equity Awards at Fiscal Year End

No equity awards were outstanding as of the year ended January 31, 2017.

Option Exercises

During our fiscal year ended January 31, 2017 there were no options exercised by our named officers.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

We have determined that none of our directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Family Relationships

There are no family relationships between any of our directors, executive officers or directors.

Item 12.      Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of May 11, 2017, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

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Name and Address of Beneficial Owner



Title of Class
Amount and
Nature of
Beneficial
Ownership

Percentage
of
Class(1)
Prom Vuoch (2)
PH, Korkranh, Kh Siem Reap,
Siem Reap, Cambodia
Common

Nil (3)

0%

Directors and Officers as a group Common Nil 0%
Jin Han Alvin Lee
Anchorvale Road Blk 350A,
#05-122 Singapore, 541350
Singapore
Common


27,500,000 (3)


28.85%


Kok Seong Lim
C2/5/19E, Tower 6,
Venice Hill Condominium,
Batu 9 Cheras,
Selangor 43200
Malaysia
Common




27,500,000 (3)




28.85%




Over 5% Shareholders as a group Common 55,000,000 57.7%

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on April 22, 2016. As of April 22, 2016, there were 95,306,667 shares of our company’s common stock issued and outstanding.

   
(2)

Prom Vuoch has acted as our sole officer and director since January 15, 2016.

Changes in Control

As at the date of this Annual Report, the Company is not aware of any arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

Item 13.      Certain Relationships and Related Transactions, and Director Independence

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended January 31, 2017, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

During the year ended January 31, 2017, our company did not pay or accrue any management salaries (2016 - $Nil) to directors or former directors of our company. During the year ended January 31, 2016, the former director assigned $124,710 of his debt to another related party. At January 31, 2017, an additional amount of $139,996 is owed to the Company’s former director for compensation, advances and expenses paid. The total related party debt owed is $264,706 (2016 - $175,789)

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Director Independence

We currently act with one director consisting of Prom Vuoch. We have determined that our sole director is not an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Item 14.      Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended January 31, 2017 and for the fiscal year ended January 31, 2016 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

   Year Ended
January 31, 2017
$
January 31, 2016
$
Audit Fees 9,000 9,000
Audit Related Fees Nil Nil
Tax Fees Nil Nil
All Other Fees Nil Nil
Total 9,000 9,000

Our 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.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

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PART IV

Item 15.      Exhibits, Financial Statement Schedules

(a)

Financial Statements

(1)

Financial statements for our company are listed in the index under Item 8 of this document

(2)

All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b)

Exhibits


Exhibit Description
Number  
   
(3) Articles of Incorporation and Bylaws
   
3.1

Articles of Incorporation (incorporated by reference to our Registration Statement on Form SB-2 filed on May 8, 2006)

 

 

3.2

Bylaws (incorporated by reference to our Registration Statement on Form SB-2 filed on May 8, 2006)

 

 

3.3

Amended and Restated Bylaws (incorporated by reference to our Current Report on Form 8-K filed on February 12, 2009)

 

 

3.4

Articles of Merger (incorporated by reference to our Current Report on Form 8-K filed on August 9, 2012)

 

 

3.5

Certificate of Change (incorporated by reference to our Current Report on Form 8-K filed on August 9, 2012)

 

 

3.6

Articles of Merger field with the Nevada Secretary of State on June 26, 2015 with an effective date of July 9, 2015 (incorporated by reference to our Current Report on Form 8-K filed on July 8, 2015)

 

 

(10)

Material Contracts

 

 

10.1

Option Agreement dated July 15, 2010 (incorporated by reference to our Annual Report on Form 10-K filed on December 16, 2010)

 

 

10.2

Amending Agreement between our company and Gino Chitaroni dated July 16, 2012 (incorporated by reference to our Current Report on Form 8-K filed on July 18, 2012)

 

 

10.3

Assignment Agreement between our company, Timber Wolf Gold Inc. and Gino Chitaroni dated August 13, 2012 (incorporated by reference to our Current Report on Form 8-K filed on August 20, 2012)

 

 

10.4

Subscription Agreement and Debt Settlement between or company and Patrick Laferriere effective May 21, 2013 (incorporated by reference to our Current Report on Form 8-K filed on May 24, 2013)

 

 

(14)

Code of Ethics

 

 

14.1

Code of Ethics (incorporated by reference to our Annual Report on Form 10-KSB filed on May 9, 2008)

 

 

(31)

Rule 13a-14(a) / 15d-14(a) Certifications

 

 

31.1*

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

 

 

(32)

Section 1350 Certifications

 

 

32.1*

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

 

 

101**

Interactive Data File

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  ASIAN DEVELOPMENT FRONTIER INC.
  (Registrant)
   
   
   
Dated: May 16, 2017 /s/ Prom Vuoch
  Prom Vuoch
  President, Chief Executive Officer, Chief
  Financial Officer, Treasurer, Secretary, and Director
  (Principal Executive Officer, Principal Financial
  Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Dated: May 16, 2017 /s/ Prom Vuoch
  Prom Vuoch
  President, Chief Executive Officer, Chief
  Financial Officer, Treasurer, Secretary and Director
  (Principal Executive Officer, Principal Financial
  Officer and Principal Accounting Officer)

26