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EX-32.2 - CERTIFICATION - NEW ASIA ENERGY INC.naei_ex322.htm
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EX-31.2 - CERTIFICATION - NEW ASIA ENERGY INC.naei_ex312.htm
EX-31.1 - CERTIFICATION - NEW ASIA ENERGY INC.naei_ex311.htm

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly period ended June 30, 2017

 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File No. 000-54171

 

NEW ASIA ENERGY, INC.

(Exact Name of Small Business Issuer as specified in its charter)

 

Colorado

 

26-1381565

(State or other jurisdiction

 

(IRS Employer File Number)

 

Level 23, NU Tower 2,

Jalan Tun Sambanthan, Sentral 50470.

Kuala Lumpur

 

409051

(Address of principal executive offices)

 

(Zip code)

 

+603 2727 1688

(Registrant’s telephone number, including area code)

 

_____________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. Yes ¨ No x

 

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

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a 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 ¨

 

As of June 30, 2017, the Company had 424,508,156 shares of common stock issued and outstanding.

 

 
 

FORM 10-Q

NEW ASIA ENERGY, INC.

 

TABLE OF CONTENTS

 

PART I FINANCIAL INFORMATION

 

Item 1.

Financial Statements for the period ended June 30, 2017

 

3

 

Balance Sheets as of June 30, 2017 (Unaudited) and December 31, 2016

 

3

 

Statements of Operations and Comprehensive Loss for the Three and Six Months ended June 30, 2017 and 2016 (Unaudited)

 

4

 

Statements of Cash Flows for the Six Months ended June 30, 2017 and 2016 (Unaudited)

 

5

 

Notes to Financial Statements (Unaudited)

 

6

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

10

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

13

 

Item 4.

Controls and Procedures

 

13

 

PART II OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

14

 

Item 1A.

Risk Factors

 

14

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

14

 

Item 3.

Defaults Upon Senior Securities

 

14

 

Item 4.

Mine Safety Disclosures

 

14

 

Item 5.

Other Information

 

14

 

Item 6.

Exhibits

 

15

 

Signatures

 

16

 

 
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PART I FINANCIAL INFORMATION

 

References in this document to “us,” “we,” “NAEI,” or “Company” refer to NEW ASIA ENERGY, INC.

 

ITEM 1. FINANCIAL STATEMENTS

 

NEW ASIA ENERGY, INC.

BALANCE SHEETS

 

 

 

June

30, 2017

 

 

December 31,
2016

 

 

 

(Unaudited)

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$ 1,085

 

 

$ 1,130

 

Total Current Assets

 

 

1,085

 

 

 

1,130

 

TOTAL ASSETS

 

$ 1,085

 

 

$ 1,130

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$ 4,000

 

 

$ 4,000

 

Advances from related party

 

 

59,802

 

 

 

1,130

 

Total Current Liabilities

 

 

63,802

 

 

 

5,130

 

TOTAL LIABILITIES

 

 

63,802

 

 

 

5,130

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Preferred stock, par value $.10 per share; Authorized 10,000,000 shares, issued and outstanding -0- shares.

 

$ -

 

 

$ -

 

Common stock, par value $.001 per share; Authorized 500,000,000 shares; issued and outstanding 424,508,156 shares as of June 30, 2017 and December 31, 2016

 

 

424,508

 

 

 

424,508

 

Additional paid-in capital

 

 

418,762

 

 

 

418,762

 

Accumulated other comprehensive income

 

 

38

 

 

 

38

 

Accumulated deficit

 

 

(906,025 )

 

 

(847,308 )

TOTAL SHAREHOLDERS’ DEFICIT

 

 

(62,717 )

 

 

(4,000 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

 

$ 1,085

 

 

$ 1,130

 

 

The accompanying notes are an integral part of these unaudited financial statements

 

 
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NEW ASIA ENERGY, INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

 

 

 

Three Months Ended June 30

2017

 

 

Three Months Ended June 30

2016

 

 

Six Months

Ended June 30

2017

 

 

Six Months Ended June 30

2016

 

General and administrative expenses

 

$ 32,742

 

 

$ 43,284

 

 

$ 58,717

 

 

$ 102,671

 

Total operating expenses

 

 

32,742

 

 

 

43,284

 

 

 

58,717

 

 

 

102,671

 

Loss from operations

 

 

(32,742 )

 

 

(43,284 )

 

 

(58,717 )

 

 

(102,671 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net loss

 

$ (32,742 )

 

$ (43,284 )

 

$ (58,717 )

 

$ (102,671 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation loss

 

 

-

 

 

 

(25 )

 

 

-

 

 

 

(16 )

Total comprehensive loss

 

$ (32,742 )

 

$ (43,309 )

 

$ (58,717 )

 

$ (102,687 )

Net loss per common share – basic and diluted

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.00 )

Weighted average common shares outstanding - basic and diluted

 

 

424,508,156

 

 

 

326,965,299

 

 

 

424,508,156

 

 

 

326,965,299

 

 

The accompanying notes are an integral part of these unaudited financial statements

 

 
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NEW ASIA ENERGY, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Six Months

Ended

June 30,

2017

 

 

Six Months

Ended

June 30,

2016

 

 

 

 

 

 

 

 

Net loss

 

$ (58,717 )

 

$ (102,671 )

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

-

 

 

 

(1,500 )

Accounts payable

 

 

58,672

 

 

 

4,333

 

Net cash used in operating activities

 

 

(45 )

 

 

(99,838 )

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from sale of common stock

 

 

-

 

 

 

30,603

 

Repayments on borrowings from related party

 

 

-

 

 

 

(468,243 )

Borrowings from related party

 

 

-

 

 

 

18,421

 

Net cash used in financing activities

 

 

-

 

 

 

(419,219 )

 

 

 

 

 

 

 

 

 

Net decrease in cash

 

 

(45 )

 

 

(519,057 )

Effect on changes in foreign exchange rate

 

 

-

 

 

 

(54 )

Cash at beginning of period

 

 

1,130

 

 

 

574,211

 

Cash at end of period

 

$ 1,085

 

 

$ 55,100

 

Supplemental disclosure information:

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$ -

 

 

$ -

 

Cash paid for interest

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Non-cash transactions

 

 

 

 

 

 

 

 

Expenses paid by related party on behalf of the Company

 

$ 58,672

 

 

$ -

 

 

The accompanying notes are an integral part of these unaudited financial statements

 

 
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NEW ASIA ENERGY, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

 

JUNE 30, 2017

 

Note 1 - Organization

 

ORGANIZATION

 

New Asia Energy, Inc. (formerly known as High Desert Assets, Inc. and previously known as Univest Tech, Inc.) (the “Company”), was incorporated in the State of Colorado on November 6, 2007. The Company was originally formed to develop and market music based on technology solutions. In February 2015, the Company underwent a change in control, and management adopted a new business plan based on the development of a “Pure Play” Renewable/Alternative/Distributed Energy Technology Solutions and Wastes to Resources and Energy platforms.

 

On February 6, 2015, the Company entered into Stock Purchase Agreements with two U.S. accredited investors, Scott C. Kline and Jose A. Capote, the Secretary and Chief Technical Officer of the Company at the time, respectively, and two foreign investors, including Rock Capital Limited, the new majority owner of the Company, pursuant to which the Company issued an aggregate of 17,446,673 shares of common stock, or approximately 42.3% of the issued and outstanding common stock of the Company, at an aggregate purchase price of approximately $17,446. The sales of common stock were made following the acquisition by Rock Capital Limited.

 

On February 6, 2015 (the “Closing Date”), Rock Capital Limited acquired 14,250,000 shares of common stock of the Company, representing approximately 34.7% of the issued and outstanding shares of common stock of the Company as of the Closing Date, from Jaitegh Singh, the previous majority shareholder of the Company. On the same date, Rock Capital Limited also acquired an additional 1,565,450 shares of common stock from several minority holders, including Loro Verde Investments, representing approximately 3.8% of the issued and outstanding shares of common stock of the Company. As a result of the foregoing, as of the February 6, 2015, Rock Capital Limited acquired common stock representing approximately 76% of the issued and outstanding shares of common stock of the Company.

 

On July 23, 2015, the Company filed Articles of Amendment to its Articles of Incorporation with the Colorado Secretary of State to change the name of the Company from High Desert Assets, Inc. to New Asia Energy, Inc. On July 29, 2015, the Financial Industry Regulatory Authority (FINRA) approved the change.

 

On December 31, 2015, the Company went through a change of control of ownership when (i) the Company issued under Regulation S an aggregate of 285,750,001 shares of the Company’s common stock to a total of 10 accredited foreign persons in exchange for the receipt of an aggregate of $300,000, including, but not limited to, Rong Yi Rong (Beijing) Asset Management Limited (“Rong Yi Rong”) (167,995,350 shares), Platinum Starlight HK Limited (15,176,877 shares), Beijing Run Zheng Technology Development Limited (27,297,224 shares), and Million Leader HK Limited (27,297,224 shares), and (ii) Rock Capital Limited sold 14,250,000 of its shares of the Company’s common stock to Platinum Starlight HK Limited in exchange for the receipt of an aggregate of $100,000, altogether representing approximately 91.8% of the issued and outstanding common stock of the Company. The Company received $269,435 as of December 31, 2015. The remaining amount was received in March 2016.

 

On December 19, 2016, Lin Kok Peng, chairman of the Board and the Company’s Chief Executive Officer and Chief Financial Officer, Allister Lim Wee Sing, director of the Company, and Jose Capote, secretary of the Company, resigned from the Board and their positions as Company officers. On the same day, the Board named Mr. Veng Kun Lun and Mr. Poh Kee Liew as new directors. Mr. Veng Kun Lun was also named to be the Chief Executive Officer and secretary of the Company, and Mr. Poh Kee Liew was named as Chief Financial Officer of the Company.

 

In November 2016, Rock Capital Limited transferred part of the Company’s common stock to certain individuals, and converted debt of $102,420 to 97,542,857 shares of the Company’s common stock.

 

On March 28, 2017, Rong Yi Rong and other shareholders transferred 133,131,711 shares of the Company’s common stock to LWH Biomass SDN BHD, a consulting company of Rong Yi Rong. The shares transferred represented approximately 31.4% of the issued and outstanding shares of common stock of the Company. As a result, LWH Biomass SDN BHD, on behalf of Rong Yi Rong, became the largest shareholder of the Company on March 28, 2017 and as of the filing date.

 

 
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NEW ASIA ENERGY, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

 

JUNE 30, 2017

 

Note 2 - Summary of Significant Accounting Policies

 

This summary of significant accounting policies is presented to assist the reader in understanding the Company’s financial statements. The unaudited interim financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

 

BASIS OF PRESENTATION

 

The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q and Article 8 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments of a normal recurring nature and considered necessary for a fair presentation of its financial condition and results of operations for the interim periods presented in this Quarterly Report on Form 10-Q have been included. Operating results for the interim periods are not necessarily indicative of financial results for the full year. These unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. In preparing these financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates.

 

GOING CONCERN

 

The accompanying unaudited interim financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has suffered recurring losses and has working capital deficiency and negative operating cash flows.

 

These matters, among others, raise substantial doubt about our ability to continue as a going concern. While the Company’s cash position may not be significant enough to support the Company’s daily operations, management intends to raise additional funds by way of advances from shareholders, advances from CEO, equity and/or debt financing to fund operations. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

 
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NEW ASIA ENERGY, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

 

JUNE 30, 2017

 

Note 3 - Related Party Activity

 

Since December 19, 2016, Mr. Veng Kun LUN, Chief Executive Officer of the Company, has been funding the Company for its routine operating expenditures. The Company had advances from Mr. LUN in the amount of $59,802 and $1,130 as of June 30, 2017 and December 31, 2016, respectively. Of the total advances of $59,802 as of June 30, 2017, $58,672 was for expenses directly paid by Mr. LUN on behalf of the Company.

 

Starting from January 1, 2017, the Company uses an office space from New Asia Energy Consultants Sdn Bhd for free. New Asia Energy Consultants Sdn Bhd was founded by Poh Kee LIEW, Chief Financial Officer of the Company, and another third party individual. The Company is planning to acquire New Asia Energy Consultants Sdn Bhd.

 

 
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NEW ASIA ENERGY, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

 

JUNE 30, 2017

 

Note 4 – Litigation

 

On June 9, 2016, Sharon Morrison and Morrison Enterprises (“Plaintiffs”) filed a lawsuit (“Complaint”) in the Circuit Court of The Seventeenth Judicial Circuit In And For Broward County, Florida, naming Univest Tech Inc. (now known as New Asia Energy Inc. (“NAEI”), which is the Company’s current name) as a defendant as well as naming other defendants (including, but not limited to, Manminderjit (“Manny”) Singh, Esq., a Florida attorney, Luke Zouvas, Esq., a California attorney, and Zouvas Law Group, P.C. (“ZLG”), which is the law practice corporation owned by Mr. Zouvas) (collectively, “Defendants”). According to the Complaint, on March 24, 2014, (prior to the Change in Control), Manny Singh, Esq., allegedly emailed Ms. Morrison offering to sell her 5,000 shares in an investment opportunity he called “Chino Valley Arizona.” Allegedly, Ms. Morrison wired $10,000 in U.S. funds the next day to Luke Zouvas, Esq.’s trust account maintained by ZLG. The wire instructions stated “For Chino Valley Arizona 5,000 Shares.” On September 10, 2014, Ms. Morrison allegedly received an email from an employee of ZLG that had attached to it a September 9, 2014, letter signed by Manny Sing, Esq., transmitting a Stock Purchase Agreement that offered to sell Ms. Morrison, personally, 10,000 shares of Univest Tech Inc. (now NAEI) through a private resale of shares of capital stock purportedly held by Sandman Holdings Corp. which allegedly was a record or beneficial owner of Univest Tech, Inc., (now NAEI) stock at the time. Plaintiffs allege that they did not sign the Stock Purchase Agreement with Sandman Holdings Corp. and did not receive any shares of the capital stock of Univest Tech, Inc., (now NAEI). Plaintiffs are seeking $10,000 U.S. in damages from Defendants Manny Singh, Esq., ZLG, and Luke Zouvas, Esq., related to the Chino Valley Investment Opportunity based on various causes of action solely alleged against Defendants Manny Singh, Esq., ZLG, and Luke Zouvas, Esq. Although Plaintiffs have named Univest Tech, Inc., (now NAEI) as a party defendant in the Complaint, the Plaintiffs have not alleged any causes of action against Univest Tech, Inc. (now NAEI) for damages or to enforce or set aside the unsigned Stock Purchase Agreement for Sandman Holdings’ stock in Univest Tech, Inc., (now NAEI). Because Univest Tech, Inc., (now NAEI) has only been named in the lawsuit without seeking any damages from the Company, an estimate of the potential loss, or range of loss, if any, to the Company relating to these proceedings is not possible at this time. Although, if Plaintiffs amended the Complaint to state a cause of action for damages against Univest Tech, Inc., (now NAEI), then, based on the Plaintiffs’ present allegations, such a claim for damages would be for the same $10,000 U.S. in damage Plaintiffs are seeking against Defendants Manny Sing, Esq., ZLG, and Luke Zouvas, Esq. Based on the allegations of the Complaint, the Company is of the opinion that it should not have been named as a party-defendant to the proceedings just as Jaitegh Singh, Esq. (Manny Singh’s son and the Company’s principal shareholder in 2014) was not named as a party-defendant. There are no allegations that the Company was involved in offering or selling (i) the Chino Valley Investment Opportunity, (ii) the Stock Purchase Agreement with Sandman Holdings Corp. (which is not named as a party-defendant) or (iii) any other shares of the Company.

 

The Company has enlisted a Florida counsel to obtain the dismissal of the Complaint against the Company. The Company is vigorously defending itself in the litigation. The Company’s Florida counsel has filed a Motion to Dismiss for Lack of Jurisdiction seeking dismissal of the lawsuit on the grounds that the Florida Court lacks jurisdiction over the Company. In early October 2016, the Company’s Florida counsel has also served a Motion for Sanctions Pursuant to Section 57.105 of the Florida Statutes (the “57.105 Motion”) requesting that the Plaintiffs voluntarily dismiss the Company within 21 days or be subject to sanctions for continuing to pursue the lawsuit. Plaintiffs did not drop the Company from the law suit within 21 days or thereafter. Therefore, the Company’s Florida counsel filed the 57.105 Motion.

 

In order to keep their case from being dismiss for failure to allege any claim or cause of action against Univest Tech, Inc. (now NAEI), Plaintiffs amended their original complaint by filing an Amended Complaint making allegations against Univest Tech, Inc. (now NAEI). After receiving Plaintiffs’ Amended Complaint, the Company filed another motion to dismiss on the grounds of a lack of jurisdiction and for an inconsistency in the pleadings. Plaintiffs changed no allegations from the original complaint about where it sent the $10,000 or who might have or did receive those funds. Without any allegations being made as to how Univest Tech, Inc. (now NAEI) would have converted Plaintiffs’ funds to the Company’s own use or any allegation that Univest Tech, Inc. (now NAEI) ever received any of Plaintiffs’ funds, Plaintiffs brought two counts in the Amended Complaint against Univest Tech, Inc. (now NAEI), one for conversion and the other for unjust enrichment. These claims are deficient because of the failure to allege that Univest Tech, Inc. (now NAEI) actually ever received and had dominion or control over the Plaintiffs’ funds.

 

Although Plaintiffs have alleged causes of action against other defendants that could exceed $10,000, Plaintiffs have only alleged a cause of action against NAEI that could result in a $10,000 judgment against Plaintiffs which is outside the jurisdiction of the Florida Circuit Court because it can only consider cases with damages in excess of $15,000. Therefore, in addition to the other basis for dismissal for lack of jurisdiction, NAEI could be dismissed for want of the Circuit Court’s jurisdiction. As such, the Company’s motion to dismiss the Amended Complaint still alleges a lack of any basis to have sued Univest Tech, Inc. (now NAEI) as well as a lack of any jurisdiction over Univest Tech, Inc. (now NAEI). The Company also included in that motion a claim that Plaintiffs have acted in Bad Faith in suing Univest Tech, Inc. (now NAEI) and should be sanctioned for having done so by an award of attorney’s fees and costs against Plaintiffs and their counsel for having sued Univest Tech, Inc. (now NAEI) in the Amended Complaint. While the Company is of the opinion that NAEI will ultimately be dismissed from the action, the Company cannot assure that result under any circumstance.

 

 
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

 

The following discussion of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the financial statements and notes thereto included in, Item 1 in this Quarterly Report on Form 10-Q. This item contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements.

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking. Such forward-looking statements are based on current expectations, estimates, and projections about our industry, management beliefs, and certain assumptions made by our management. Words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. However, readers should carefully review the risk factors set forth in other reports and documents that we file from time to time with the Securities and Exchange Commission, particularly the Report on Form 10-K, Form 10-Q and any Current Reports on Form 8-K.

 

Results of Operations

 

Three Months Ended June 30, 2017

 

We had no revenue for the three months ended June 30, 2017, or for the same period ended June 30, 2016.

 

Operating expenses, which consisted solely of general and administrative expenses for the three-month period ended June 30, 2017, were $32,742. This compares with operating expenses for the three-month period ended June 30, 2016, which were $43,284. The major components of general and administrative expenses include accounting fees, legal and professional fees, travelling expenses and stock transfer fees. The huge decrease in such expense for the three-month ended June 30, 2017 was related to decreased contract labour fees, general miscellaneous office expenses, and rental, in connection with our cash conserving strategy and the implementation of our new business plans. As a result of the foregoing, we had a net loss of $32,742 for the three-month period ended June 30, 2017. This compares with a net loss for the three-month period ended June 30, 2016 of $43,284. The foreign exchange loss for the three months periods ended June 30, 2017 and June 30, 2016 were $0 and $25, respectively.

 

Six Months Ended June 30, 2017

 

We had no revenue for the six months ended June 30, 2017, or for the same period ended June 30, 2016.

 

Operating expenses, which consisted solely of general and administrative expenses for the six-month period ended June 30, 2017, were $58,717. This compares with operating expenses for the six-month period ended June 30, 2016, were $102,671. The major components of general and administrative expenses include accounting fees, legal and professional fees, travelling expenses and stock transfer fees. The huge decrease in such expense for the six-month ended June 30, 2017 was related to decreased contract labour fees, general miscellaneous office expenses, and rental, in connection with our cash conserving strategy and the implementation of our new business plans. As a result of the foregoing, we had a net loss of $58,717 for the six-month period ended June 30, 2017. This compares with a net loss for the six-month period ended June 30, 2016 of $102,671. The foreign exchange loss for the six months periods ended June 30, 2017 and June 30, 2016 were $0 and $16, respectively.

 

Since December 19, 2016, after the change in control, the Company has repackaged as an event solution company, which aims to provide excellent, efficient and quality products and services for all types of corporate events. In order to stay ahead of an increasingly competitive market, New Asia Energy, Inc. strives to provide a wide range of event related products and services to its prestigious clients. The Company’s philosophy is to provide high quality products and services and ensure that its clients experience the most memorable event possible.

 

 
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The Company’s mission is to harness the professional expertise and experience of its internal staff, as well as the potential and power available in the events industry. It aims to portray as dynamic, innovative, and creative with easily affordable options to fulfil any event requirements.

 

Event management is a very important application of project management to the creation and development of large scale events such as festivals, conferences, ceremonies, formal parties, concerts. Event planning includes budgeting, scheduling, acquiring necessary permits, site selection, and arranging for speakers, security, catering services, etc. It is primarily focused on communication with the public, e.g. the potential buyers and the media. By communicating relevant information about the Company including its products and services, event management specialists also help in the promotion of the business. They create a positive public image and establish a relationship with the target audience and media, and earn the consumers’ trust gradually.

 

We expect that we will need to raise additional funds to support the development expansion of our business model, including the acquisition of proprietary technologies, working capital to support the implementation of new projects, or for the acquisition of complementary businesses or technologies, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.

 

We expect to undertake some near-term projects that would result in the generation of revenues, however, notwithstanding these developments we expect to incur operating losses through the balance of this year because we will be incurring expenses and not generating sufficient revenues. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. We expect to cover such shortfall in operating margins through advances from our principal shareholder(s) and other fund-raising measures that the Company deems appropriate.

 

Liquidity and Capital Resources.

 

As of June 30, 2017, we had cash of $1,085 and as of June 30, 2016, we had cash of $55,100

 

We had net cash used in operating activities of $45 for the six-month period ended June 30, 2017 against $99,838 for the six-month period ended June 30, 2016. The decrease in cash used for operating activities during the six-month period ended June 31, 2017 were due to expenses paid by CEO Mr. LUN directly on behalf of the Company.

 

Cash flows used in financing activities were $0 during the six-month period ended June 30, 2017. Cash flows used in financing activities were $419,219 during the six-month period ended June 30, 2016. The major cash flows in 2016 were related to the repayment of advances made by Rock Capital Ltd (our previous principal shareholder) and to spending in company operations in the implementation of our business plan before the change in control.

 

Over the next twelve months we expect to use approximately $350,000 for working capital to develop operations in accordance with our new Business Model.

 

 
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Our current principal source of liquidity will initially be from advances provided by our CEO, Mr. LUN.

 

Over the next twelve months we estimate our principal source of liquidity will be derived from the revenue generated from the new business plan to become PR and IR consultant as well as event organizer. We projected to receive advance retainer of consultancy fee from clients who engage us as their PR and IR consultant.

 

We expect that such revenues would commence sometime before the end of the year of 2017.

 

Off-Balance Sheet Arrangements

 

We have no significant 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 are material to stockholders.

 

Future Financings

 

We will continue to rely on advances from the CEO, Mr. Veng Kun LUN as well as from other sources of financing, including Private Placements of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

 

Critical Accounting Policies

 

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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.

 

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

 

 
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Recently Issued Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”).

 

Based on this evaluation, our principal executive and principal financial and accounting officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were ineffective as of June 30, 2017.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended June 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

The Company is not required by current SEC rules to include, and does not include, an auditor’s attestation report. The Company’s registered public accounting firm has not attested to management’s reports on the Company’s internal control over financial reporting.

 

 
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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

The Company was sued by Sharon Morrison and Morrison Enterprises on June 9, 2016 as one of the party-defendant for the main defendant’s failure to deliver 5,000 shares (worth $10,000 stated in contract) of the Company’s common stock. See Note 4 to the accompanying unaudited financial statements for details.

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not Applicable.

 

ITEM 5. OTHER INFORMATION OR SUBSEQUENT EVENTS

 

None.

 

 
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

 

Exhibit

 

Number

 

Description

 

Filing

 

 

3.1

 

Articles of Incorporation

 

Filed with the SEC on May 18, 2009 as part of our Registration Statement on Form S-1.

 

 

3.2

 

Articles of Amendment

 

Filed with the SEC on July 31, 2015 as Exhibit 3.1 to a Form 8-K.

 

 

3.3

 

Bylaws

 

Filed with the SEC on May 18, 2009 as part of our Registration Statement on Form S-1.

 

 

31.1

 

Certification of CEO pursuant to Sec. 302

 

Filed herewith.

 

 

31.2

 

Certification of CFO pursuant to Sec. 302

 

Filed herewith.

 

 

32.1

 

Certification of CEO pursuant to Sec. 906

 

Filed herewith.

 

 

32.2

 

Certification of CFO pursuant to Sec. 906

 

Filed herewith.

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

Filed herewith.

 

 

101.INS

 

XBRL Instance Document

 

Filed herewith.

 

 

101SCH

 

XBRL Taxonomy Extension Schema Document

 

Filed herewith.

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

Filed herewith.

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

 

Filed herewith.

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

Filed herewith.

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

Filed herewith.

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

NEW ASIA ENERGY, INC.

 

Date: August 11, 2017

By:

/s/ Veng Kun LUN

 

Veng Kun LUN

 

Chief Executive Officer

 

Date: August 11, 2017

By:

/s/ Poh Kee LIEW

 

Poh Kee LIEW

 

Chief Financial Officer

 

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