AIFARM, LTD. - FORM 10-Q - November 14, 2018

Attached files

file	filename
EX-32.2 - CERTIFICATE PURSUANT TO SECTION 18 U.S.C. PURSUANT TO SECTION 906 OF THE SARBANE - AIFARM, LTD.	exhibit_32-2.htm
EX-32.1 - CERTIFICATE PURSUANT TO SECTION 18 U.S.C. PURSUANT TO SECTION 906 OF THE SARBANE - AIFARM, LTD.	exhibit_32-1.htm
EX-31.2 - CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) CERTIFICATIONS SECTION 302 OF - AIFARM, LTD.	exhibit_31-2.htm
EX-31.1 - CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) CERTIFICATIONS SECTION 302 OF - AIFARM, LTD.	exhibit_31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended September 30, 2018


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

For the transition period from to

Commission File Number: 001-37630

ECO ENERGY TECH ASIA, LTD.

(Exact name of Registrant as specified in its charter)

Nevada		0100		47-3444723
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Unit 503, 5/F, Silvercord Tower 2,

30 Canton Road, TST,

Kowloon, Hong Kong

(852) 91235575

(Address, including zip code, and telephone number, including area code,

of Registrant’s principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (Exchange Act) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	☐	Accelerated Filer	☐

Non-accelerated Filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	Yes ☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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

As of the date of filing of this report, there were outstanding 50,233,388 shares of the issuer’s common stock, par value $0.001 per share.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION

Item 1	Consolidated Financial Statements	F-1

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3

Item 3	Quantitative and Qualitative Disclosures About Market Risk	11

Item 4	Controls and Procedures	11

PART II – OTHER INFORMATION

Item 1	Legal Proceedings	11

Item 1A	Risk Factors	11

Item 2	Unregistered Sale of Equity Securities and Use of Proceeds	11

Item 3	Defaults Upon Senior Securities	12

Item 4	Other Information	12

Item 5	Exhibits	12

	Signatures	12

PART I – FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Item Regulation S-X, Rule 10-01(c) Interim Financial Statements, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine months ended September 30, 2018, are not necessarily indicative of the results that can be expected for the year ended December 31, 2018.

ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2018 and 2017

CONTENTS


Unaudited Condensed Consolidated Financial Statements			F-1

Unaudited Condensed Consolidated Balance Sheets			F-2

Unaudited Condensed Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income			F-3

Unaudited Condensed Consolidated Statements of Shareholders Equity			F-4

Unaudited Condensed Consolidated Statements of Cash Flows			F-5

Notes to Unaudited Condensed Consolidated Financial Statements			F-6 to F-14

F-1

ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Stated in US Dollars)

	September 30,	December 31,
	2018	2017
	(Unaudited)	(Audited)
ASSETS
Cash	$167,566	$583,950
Total Current Assets	167,566	583,950

Property and equipment, net	-	-
Total Assets	$167,566	$583,950

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Accrued expenses	$2,299	$2,303
Amount due to a director	3,846,981	5,711,205
Total Liabilities	3,849,280	5,713,508

SHAREHOLDERS' DEFICIT
Common stock ($0.001 par value;authorized 75,000,000 shares, 50,233,388 and 24,458,757 shares, respectively issued and outstanding at September 30, 2018 and December 31, 2017)	50,233	24,459
Additional paid-in capital	2,875,198	1,403,490
Accumulated deficits	(5,562,179)	(5,511,151)
Accumulated other comprehensive income	500,500	498,329
Total Eco Energy Tech Asia, Ltd’s deficit	(2,136,248)	(3,584,873)
Non-controlling interests	(1,545,466)	(1,544,685)
Total Shareholders' Deficit	(3,681,714)	(5,129,558)
Total Liabilities and Shareholders' Deficit	$167,566	$583,950

See notes to unaudited condensed consolidated financial statements

F-2

ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME

(Stated in US Dollars)

	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
	2018	2017	2018	2017
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
REVENUE	$-	$-	$-	$-
COST OF REVENUES	-	-	-	-
GROSS PROFIT	-	-	-	-

OPERATING EXPENSES
General and administrative	(7,240)	(216,957)	(52,526)	(550,427)
LOSS FROM OPERATIONS	(7,240)	(216,957)	(52,526)	(550,427)
OTHER EXPENSES
Gain on disposal of fixed assets	-	670,915	-	670,915
Interest income	1	550	717	551
Interest expenses	-	-	-	(7,644)

(LOSS) PROFIT BEFORE INCOME TAX	(7,239)	454,508	(51,809)	113,395
Income tax expense	-	-	-	-
NET (LOSS) PROFIT	(7,239)	454,508	(51,809)	113,395
Net (loss) profit attributable to non-controlling interests	(5)	(35,686)	781	(12,133)
NET (LOSS) PROFIT ATTRIBUTABLE TO STOCKHOLDERS	(7,234)	418,822	(51,028)	101,262

OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation adjustments	(4,035)	27,844	2,171	53,502
COMPREHENSIVE (LOSS) INCOME	$(11,269)	$446,666	$(48,857)	$154,764

NET (LOSS) PROFIT PER COMMON STOCK:
Basic	$(0.000)	$0.019	$(0.002)	$0.005
Diluted	$(0.000)	$0.019	$(0.002)	$0.005

WEIGHTED AVERAGE COMMON STOCK OUTSTANDING:
Basic	42,203,920	22,025,604	32,254,249	22,011,402
Diluted	42,203,920	22,025,604	32,254,249	22,011,402

See notes to unaudited condensed consolidated financial statements

F-3

ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the Nine Months Ended September 30, 2018 and Year Ended December 31, 2017

(Stated in US Dollars)

	Common stock				Accumulated
	Number of shares	Amount	Additional paid-in capital	Accumulated deficit	other comprehensive income	Non-controlling interests	Total

Balance as of December 31, 2016	21,671,600	$21,672	$192,019	$(5,565,294)	$451,097	$(1,553,995)	$(6,454,501)
Issuance of shares	2,787,157	2,787	1,211,471	-	-	-	1,214,258
Net profit for the year	-	-	-	54,143	-	9,310	63,453
Foreign currency translation adjustment	-	-	-	-	47,232	-	47,232
Balance as of December 31, 2017 (Audited)	24,458,757	$24,459	$1,403,490	$(5,511,151)	$498,329	$(1,544,685)	$(5,129,558)
Issuance of shares	25,774,631	25,774	1,471,708	-	-	-	1,497,482
Net loss for the period	-	-	-	(51,028)	-	(781)	(51,809)
Foreign currency translation adjustment	-	-	-	-	2,171	-	2,171
Balance as of September 30, 2018 (Unaudited)	50,233,388	$50,233	$2,875,198	$(5,562,179)	$500,500	$(1,545,466)	$(3,681,714)

See notes to unaudited condensed consolidated financial statements

F-4

ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2018 and 2017

(Stated in US Dollars)

	For The Nine Months Ended September 30,
	2018	2017
	(Unaudited)	(Unaudited)
Cash Flows from Operating Activities
Net (loss) profit	$(51,809)	$113,395
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	-	10,370
Gain on disposal of fixed assets	-	(670,915)
Changes in operating assets and liabilities:
Prepaid expenses	-	456
Accrued expenses and other payables	-	(11,508)
Net Cash Used In Operating Activities	$(51,809)	$(558,202)

Cash Flows from Investing Activity
Sale proceeds of fixed assets disposals	-	1,261,984
Net Cash Provided By Investing Activity	$-	$1,261,984

Cash Flows from Financing Activities
Issuance of common stock	$1,497,482	$316,462
(Repayment) Advance from a director	(1,849,046)	101,966
Repayment of mortgage loans	-	(622,339)
Net Cash Used In Financing Activities	$(351,564)))	$(203,911)

Effect of Exchange Rate Changes on Cash and Cash Equivalents	$(13,011)	$25,655
Net (Decrease) Increase In Cash and Cash Equivalents	(403,373)	499,871
Cash and Cash Equivalents at Beginning of Period	583,950	112,923
Cash and Cash Equivalents at End of Period	$167,566	$638,449

Supplemental Disclosure of Cash Flow Information:
Cash paid for:
Interest expenses	$-	$7,725
Income taxes	$-	$-

See notes to unaudited condensed consolidated financial statements

F-5

ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

(Stated in US Dollars)

NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES

Eco Energy Tech Asia, Ltd (individually “ECO” and collectively with its subsidiaries, the “Company”) was incorporated under the laws of the State of Nevada on January 20, 2015.

On February 27, 2015, ECO entered into a Share Exchange Agreement with Eco Energy Tech Asia Limited (“EETA”) to issue 20,000,000 shares of its common stock to the shareholder of EETA in exchange for 100% of the EETA shares owned by the shareholder. Upon the consummation of the share exchange agreement, ECO became the holding company of EETA and EETA became a wholly-owned subsidiary of ECO.

EETA was incorporated under the laws of Hong Kong on December 27, 2012. The wholly-owned subsidiary of EETA, 3986489 Canada Inc. (“3CI”) was incorporated in Surrey, British Columbia of Canada on December 17, 2001, which acquires 60% equity interests of 7582919 Canada Inc. (“7CI”) on June 21, 2014. EETA and 3CI are engaged in investment holding.

7CI was incorporated in Surrey, British Columbia of Canada on June 21, 2010. The initial name was Renergy Foods Canada Inc. On March 6, 2012, Renergy Foods Canada Inc. changed its name to NuAgri, Inc. On October 1, 2013, NuAgri, Inc. changed its name to 7582919 Canada Inc. 7CI is engaged in developing a proprietary growing system that designs and builds custom biodomes ranging in size appropriate for global commercial agricultural concerns as well as small local producers.

On June 30, 2016, 3CI further acquired the equity interests of 7CI from 83.48% to 92.40%.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company maintains its general ledger and journals with the accrual method accounting for financial reporting purposes. The unaudited condensed consolidated financial statements and notes are representations of management. Accounting policies adopted by the Company conform to generally accepted accounting principles in the United States of America and have been consistently applied in the presentation of unaudited condensed consolidated financial statements. These financial statements include all adjustments that, in the opinion of management, are necessary in order to make them not misleading.

Principles of consolidation

The unaudited condensed consolidated financial statements give effect to the Share Exchange Transaction as if occurred at the beginning of the periods presented and include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

Use of estimates

The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Significant estimates include the useful life of property and equipment, and assumptions used in assessing impairment of long-term assets.

F-6

ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

(Stated in US Dollars)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair value of financial instruments

The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

●

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

●

Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data.

●

Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the balance sheets for cash, due from related parties, other assets, accrued expenses, other payables, and due to related parties approximate their fair market value based on the short-term maturity of these instruments. The Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017.

ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

Cash

The Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents.

Property and equipment

Property and equipment are carried at cost and are depreciated on a straight-line basis (after taking into account their respective estimated residual value) over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

The estimated useful lives are as follows:

Biodomes	10 years
Machinery and equipment	5 years

F-7

ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

(Stated in US Dollars)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impairment of long-lived assets

The Group periodically evaluates the carrying value of long-lived assets to be held and used, when events and circumstances such a review, pursuant to the guidelines established in FASB ASC 360. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair market values are reduced for the cost to dispose.

Revenue recognition

The Company generates its revenue from sales of biodomes, sales of propagation services, and sales of produces. Pursuant to the guidance of ASC Topic 605 and ASC Topic 360, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured, and no significant obligations remain.

Advertising

Advertising is expensed as incurred and is included in selling expenses on the accompanying consolidated statements of loss and comprehensive loss. Advertising expenses amounted to $nil and $193,638, respectively for the nine months ended September 30, 2018 and 2017. And advertising expenses amounted to $nil and $51,643, respectively for the three months ended September 30, 2018 and 2017.

Employee benefits

The Company’s operations and employees are located in Hong Kong and Canada. The Company makes mandatory contributions to the local government’s health, retirement benefit and unemployment funds in accordance with the relevant domestic social security laws. The costs of these payments are charged to income in the same period as the related salary costs and are not material.

Income taxes

The Company is governed by the Income Tax Law of Hong Kong and Canada. The Company accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company applied the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of September 30, 2018 and December 31, 2017, the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

The Company is subject to harmonized sales tax (“HST”). The applicable HST rate is 12% for agricultural products sold in the Canada. The amount of HST liability is determined by applying the applicable tax rate to the amount of goods sold (output HST) less HST accrued on purchases made with the relevant supporting invoices (input HST).

F-8

ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

(Stated in US Dollars)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Foreign currency translation

The accompanying consolidated financial statements are presented in U.S. dollars (“USD”). The reporting currency of the Company is the USD. The functional currency of EETA is Hong Kong dollars (“HKD”), the functional currency of CI located in Canada is the Canadian dollars (“CAD”). For the subsidiaries whose functional currencies are the HKD or CAD, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income.

All of the Company’s revenue transactions are transacted in the functional currency. The Company does not enter any material transaction in foreign currencies and, accordingly, transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company.

The exchange rates used to translate amounts in CAD into USD for the purposes of preparing the consolidated financial statements were as follows:

	September 30	December 31	September 30
	2018	2017	2017
Exchange rate on balance sheet dates
USD : CAD exchange rate	1.2901	1.2573	1.2468

Average exchange rate for the period
USD : CAD exchange rate	1.2872	1.2937	1.3075

The exchange rates used to translate amounts in HKD into USD for the purposes of preparing the consolidated financial statements were as follows:

	September 30	December 31	September 30
	2018	2017	2017
Exchange rate on balance sheet dates
USD : HKD exchange rate	7.8281	7.8118	7.8115

Average exchange rate for the period
USD : HKD exchange rate	7.8400	7.7973	7.7869

Earnings per share

ASC 260 “Earnings per Share,” requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

Basic net income per share is computed by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted income per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.

F-9

ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

(Stated in US Dollars)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accumulated other comprehensive loss

Comprehensive loss is comprised of net loss and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive loss for the nine months ended September 30, 2018 and 2017 included net loss and unrealized loss from foreign currency translation adjustments.

Related party transactions

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities including such person’s immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Recent accounting pronouncements

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information.

NOTE 3 – GOING CONCERN

As shown in the accompanying consolidated financial statements, the Company has generated a net loss of $51,809 for the nine months ended September 30, 2018 and an accumulated deficit of ($5,562,179) as of September 30, 2018. The Company also experienced insufficient cash flows from operations and will be required continuous financial support from the shareholders. The Company will need to raise capital to fund its operations until it is able to generate sufficient revenue to support the future development. Moreover, the Company may be continuously raising capital through the sale of debt and equity securities.

The Company’s ability to achieve these objectives cannot be determined at this stage. If the Company is unsuccessful in its endeavors, it may be forced to cease operations. These consolidated financial statements do not include any adjustments that might result from this uncertainty which may include adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

These factors have raised substantial doubt about the Company’s ability to continue as a going concern. There can be no assurances that the Company will be able to obtain adequate financing or achieve profitability. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

F-10

ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

(Stated in US Dollars)

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	September 30,	December 31,
	2018	2017
	(Unaudited)	(Audited)

Bio domes	$76,036	$76,036
Machinery and equipment	11,738	11,738
	$87,774	$87,774
Less: accumulated depreciation	(52,057)	(52,057)
Less: accumulated impairment	(35,717)	(35,717)
Property and equipment, net	$-	$-

For the year ended December 31, 2016, the Company recorded an impairment loss of bio domes in the amount of $35,717.

For the nine months ended September 30, 2018 and 2017, depreciation expense amounted to $nil and $10,370, respectively. And for the three months ended September 30, 2018 and 2017, depreciation expenses amounted to $nil and $nil, respectively.

NOTE 5 – ACCRUED EXPENSES

Accrued expenses consisted of the following:

	September 30,	December 31,
	2018	2017
	(Unaudited)	(Audited)

Accrued professional fees$	2,299	$2,303

F-11

ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

(Stated in US Dollars)

NOTE 6 - TAXATION

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. For the nine months ended September 30, 2018 and 2017, the Company incurred losses, resulting from operating activities, which result in deferred tax assets at the effective statutory rates. The deferred tax asset has been off-set by an equal valuation allowance.

The Company was incorporated in the State of Nevada. The Company did not generate taxable income in the US for the nine months ended September 30, 2018 and 2017.

EETA was incorporated under the laws of Hong Kong. EETA did not generate taxable income in the Hong Kong for the nine months ended September 30, 2018 and 2017.

3CI and 7CI were incorporated in Surrey, British Columbia of Canada. 3CI and 7CI did not generate taxable income in the Canada for the nine months ended September 30, 2018 and 2017.

NOTE 7 – COMMON STOCK

The Company issued 20,000,000 shares of common stock pursuant to the Share Exchange Agreement on February 27, 2015, and issued a total of 650,000 shares to 41 separate foreign shareholders on April 24, 2015, pursuant to a private placement of common stock exempt from registration under Regulation S of the Securities Act of 1933, for total proceeds of approximately $6,500.

As of December 31, 2017, 2,787,157 shares of common stock were issued by the Company to 182 separate foreign shareholders, pursuant to a private placement of common stock exempt from registration under Regulation S of the Securities Act of 1933, for an aggregate value of $1,214,258.

As of September 30, 2018, 25,774,631 shares of common stock were issued by the Company to 104 separate foreign shareholders, pursuant to a private placement of common stock exempt from registration under Regulation S of the Securities Act of 1933, for an aggregate value of $1,497,482.

As of September 30, 2018, there were 50,233,388 shares of common stock issued and outstanding.

F-12

ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

(Stated in US Dollars)

NOTE 8 – EARNINGS PER SHARE

The following table presents a reconciliation of basic and diluted net loss per share:

	For the three months ended September 30,		For the nine months ended September 30,
	2018	2017	2018	2017
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
Net (loss) profit available to common stockholders for basic and diluted net loss per share of common stock	$(7,234)	$418,822	$(51,028)	$101,262
Weighted average common stock outstanding – basic	42,203,920	22,025,604	32,254,249	22,011,402
Effect of dilutive securities	-	-	-	-
Weighted average common stock outstanding – diluted	42,203,920	22,025,604	32,254,249	22,011,402

Net (loss) profit per common stock –basic	$(0.000)	$0.019	$(0.002)	$0.005
Net (loss) profit per common stock – diluted	$(0.000)	$0.019	$(0.002)	$0.005

NOTE 9 - RELATED PARTY TRANSACTIONS

9.1 Nature of relationships with related party

Name	Relationships with the Company
Cheung Yuen May	Director

9.2 Related party balances and transactions

Amount due to Cheung Yuen May were $3,846,981 and $5,711,205, respectively as at September 30, 2018 and December 31, 2017. The amount is unsecured, interest free and does not have a fixed repayment date.

A summary of changes in the amount due to Cheung Yuen May is as follows:

	September 30,	December 31,
	2018	2017
	(Unaudited)	(Audited)

At beginning of year	$5,711,205	$6,534,040
Repayment from the director	(1,864,224)	(822,835)
At end of year	$3,846,981	$5,711,205

F-13

ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017

(Stated in US Dollars)

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Operating lease commitments

As of September 30, 2018, the Company did not have commitments and contingency liability.

Legal proceeding

The Company is not currently a party to any legal proceeding, investigation or claim which, in the opinion of the management, is likely to have a material adverse effect on the business, financial condition or results of operations.

NOTE 11 - SUBSEQUENT EVENTS

There were no events or transactions other than those disclosed in this report, if any, that would require recognition or disclosure in our consolidated financial statements for the nine months ended September 30, 2018.

F-14

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of such financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate these estimates, including those related to useful lives of real estate assets, bad debts, impairment, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will not differ from those estimates. The analysis set forth below is provided pursuant to applicable SEC regulations and is not intended to serve as a basis for projections of future events. See “Cautionary Statement Regarding Forward Looking Statements” above.

Plan of Operations

Company Summary

Eco Energy Tech Asia, Ltd. is a development stage company. We were incorporated under the laws of the state of Nevada on January 20, 2015. We have developed a proprietary growing system that designs and builds custom biodomes ranging in size appropriate for global commercial agricultural concerns as well as small local producers; delivering greater yields per meter than traditional single level greenhouse operations resulting from our multi-tier/multi-level growing system which permits us to grow a greater number of plants. Our fiscal year end is December 31.

On February 27, 2015, we entered into a Share Exchange Agreement to acquire 100% of the outstanding capital stock of Eco Energy Tech Asia, Ltd. (“EETA”), a Hong Kong corporation formed on December 27, 2012. Pursuant to the Share Exchange Agreement, we issued 20,000,000 shares of our common stock to the sole shareholder of EETA in exchange for 1,000,000 ordinary shares of EETA. The sole shareholder of EETA, Yuen May Cheung, is also our Chief Executive Officer, President and sole Director. EETA is also the owner of 92.40% of the common stock of 7582919 Canada, Inc., a corporation originally formed pursuant to the laws of British Columbia, Canada on June 21, 2010 as Renergy Foods Canada, Inc. On March 6, 2012, Renergy Foods Canada, Inc. changed its name to NuAgri, Inc. On October 1, 2013, NuAgri, Inc. changed its name to 7582919 Canada, Inc.

Our business offices are currently located at Unit 503, 5/F Silvercord Tower 2, 30 Canton Road TST, Kowloon, Hong Kong. Our telephone number is (852) 91235575.

We have three (3) executive officers, Yuen May Cheung, our Chief Executive Officer and President, Philip K.H. Chan, our Chief Financial Officer, and Thomas Colclough, our Chief Operating Officer. Yuen May Cheung is our sole Director.

We are a development stage company that has generated no revenues and has had limited operations to date. From January 20, 2015 (date of inception) to December 31, 2017, we have incurred accumulated net losses of $5,511,151. As of December 31, 2017, we had $583,950 in current assets and current liabilities of $5,713,508. Through December 31, 2017, we have issued an aggregate of 24,458,757 shares of our common stock since our inception.

We issued 20,000,000 shares of common stock pursuant to the Share Exchange Agreement on February 27, 2015, and issued a total of 650,000 shares to 41 separate foreign shareholders on April 24, 2015, pursuant to a private placement of common stock exempt from registration under Regulation S of the Securities Act of 1933, for total proceeds of approximately $6,500.

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

Our Business

Eco Energy Tech Asia, Ltd. is and end-to-end vertical farming provider that manufactures the highest quality Biodomes for vertical commercial growing solutions. The solutions include the following proprietary goods and services: Biodomes: We develop proprietary growing systems using original designs and also install different sizes of custom built Biodomes. These microgreen Biodomes enable diverse crops, vegetables and other high-end plants to be cultivated within smaller spaces than traditional greenhouses and agricultural buildings. The Biodomes for vertical farming and microgreen practice enables large and small producers to produce crops that would typically require more space, costs, and time. Our Biodomes and growing systems can deliver yields per meter of at most five times the production point of a conventional greenhouse operation. The products comprise of two systems: the containers and Biodome.

Expenditures

The following chart provides an overview of our budgeted expenditures by significant area of activity over the next twelve (12) months, assuming we are able to attract sufficient debt or equity financing. There can be no assurance that we will be able to attract financing and we may be required to scale back operations accordingly.

The following table outlines the planned use of working capital and does not take Inventory expenses into account. If we are able to attract sufficient debt or equity financing and are successful in securing manufacturing facilities for BioDomes and are able to secure orders, we will need to secure inventory financing. There can be no assurance that such financing will be available to us, and our inability to obtain such financing would materially impact our ability to execute our business plan as outlined in this Report.

	Months 1-3	Months 4 - 6	Months 7-9	Months 10-12	Total 12 months
Rental	$30,000	$30,000	$30,000	$30,000	$120,000
Payroll	$80,000	$80,000	$100,000	$120,000	$380,000
Loans	$5,000	$5,000	$5,000	$5,000	$20,000
Supplies	$50,000	$45,000	$40,000	$40,000	$175,000
Utilities	$12,000	$15,000	$18,000	$25,000	$70,000
Accounting	$10,000	$10,000	$10,000	$10,000	$40,000
Legal	$15,000	$9,000	$9,000	$9,000	$42,000
Auditing	$6,000	$6,000	$6,000	$6,000	$24,000
CFO	$15,000	$15,000	$15,000	$15,000	$60,000
VP Sales	$18,000	$21,000	$21,000	$21,000	$81,000
Consulting	$5,000	$5,000	$5,000	$5,000	$20,000
Project Management	$12,000	$12,000	$12,000	$12,000	$48,000
Product Development	$50,000	$40,000	$40,000	$40,000	$170,000
Engineering	$30,000	$30,000	$15,000	$15,000	$90,000
Mechanical	$50,000	$50,000	$30,000	$30,000	$160,000
Electrical	$30,000	$40,000	$40,000	$50,000	$160,000
Software	$30,000	$20,000	$20,000	$20,000	$90,000
Marketing	$15,000	$20,000	$30,000	$50,000	$115,000
Advertising	$50,000	$100,000	$150,000	$200,000	$500,000
Promotion	$50,000	$60,000	$80,000	$120,000	$310,000
Investor Relations	$60,000	$80,000	$100,000	$150,000	$390,000
Total Expenditures	$623,000	$693,000	$776,000	$973,000	$3,065,000

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

Milestones

Months 1 through 3

During the first three (3) months we plan to:

	o	Development on the New Solar Biodome and Bio Container with solar energy factories in China
	o	Apply the application of the trademark of the Biodome mobile App
	o	Complete for Trademark registration in China and process the application of patent in
	o	Enter into contract with a factory and the contractor for the first Solar Biodome development in China
	o	Setting up the sale team for the Canada Office
	o	Hire three engineering staff in China

Biodome II

We design and build climate-controlled Biodomes with Vertical Aeroponic Growing Cabinets that mitigate the risks associated with growing vegetables, herbs, microgreens, and fruits. Biodome can be designed to incorporate retail areas and be situated at ground level, on rooftops in urban areas, or in virtually any geographic location. Revenues will be generated from the sale of Biodome, Vertical Aeroponic Growing Cabinets, nutrient solutions, and support media. It is our intention to make the necessary modifications to the system, namely the development of a BioDome II, to make the system work faster and control better, but we will need to source components, make engineering refinements, and have molds for mass production made.

Testing of Nutrition Solution

We have developed a naturally derived nutrient solution to grow healthy and good tasting produce rich in nutrients. The basic nutrients required for plant growth are divided into two main categories:

● Macronutrients: Nitrogen, calcium, potassium, magnesium, phosphorus, and Sulphur; and;

● Micronutrients: Iron, zinc, molybdenum, selenium, manganese, boron, copper, cobalt, and chlorine.

And we added up a New Pi-water system into the Nutrients for plants

We have engaged China Agricultural Labs to test the fluid and develop the system to produce the nutrition fluid.

Complete Trademark (神农殿) (means ‘God of Vega Palace’) Registration in China , we just finished three departments, still working on other two.—We successfully applied the tradename but not included the IT marketing for our APP( we can use the tradename for Agriculture useful but not for internet marketing), so we applying another tradename for digital marketing usage, it will take 8-12 months to finish.

File for trademark protection in China to protect our business name, product names, domain names, logos and slogans still in process. We anticipate the completion of this process within three months.

Contract to build the first Biodome in Southern China

We are currently negotiating a contract with a company in Southern China for a 200 acres of agriculture land foot where we can build a 100,000 sq. ft. Green House building that can producing 400 tons of vegetables per month. We have developed a proprietary, patent-pending aeroponic growing cabinet in which crops of various sizes can be cultivated vertically in multiple layers. This growing arrangement increases plant density. Based on a variety of plant sizes, an Eco Energy Biodome will hold between 100,000 and 300,000 plants, all in a footprint comprising less than a third of an acre.

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

Development the third Generation of the Biodome III

We developed more than 20 Multi-layers Vertical Hydroponics system, greatly improved space utilization and go to patent in China also we starting developing Artificial light-type House and Flat Type.

Software Development

We plan on hiring IT company for software, and one for mechanical. Realize online management and remote monitoring to control the vegetables growth everywhere, with mobile phones, laptops, PDAs and other terminals, through the network transmission system.

In addition, we expect that during months one (1) through three (3) that we will hire a VP of sales to handle product sales to distributors and retailers for the vegetable markets.

Months 4 through 6

During the following three (3) months, we expect to achieve the following:

	o	Working on the New design of the software for mobile phones. Laptops
	o	Seek more suppliers for the materials for lighting and nutrition fluids
	o	Compete the Agreement with a china land developer for fist agreement
	o	Finish the agriculture drawing for New Eco container working with microgreen china

Hiring the Architecture Company for the new design for Eco Container in China Project

Eco Energy intends to develop a fully controlled plant factory system in which utilization of multistage (2-8 stage) bench and space-efficient indoor space. Fluorescent lamp is the main light source and the combination with LED is also provide. Hydroponics and organic soil culture can be used in this system

Developing the mobile end user system social media platforms in china.

The new App will allow Chinese customers to contact ECO Energy Asia directly and find out about the variety of goods available and produced in the Biodome. The customer can then choose any item and quantity for his personal needs and have it sent to their home address. With this procedure, Chinese customers can easily pick fresh and organic foods in a comfortable way. China today counts 1.3 Bio. mobile subscribers using Android or Apple's iPhone technology.

Engage the engineering company to design the Controlled Atmosphere Storages

The ideal oxygen level for storing pears must be between 1 and 3%; for some varieties of apples, however, it must be lower than 1%. Storage under such O2 conditions is referred to as Ultra Low Oxygen (ULO) storage. ULO storage takes place in gas-tight cells and is used for the long-term storage of apples, pears, blue berries and kiwis. We shall be engaging a European engineering company to develop storage system to protect the fast-growing products.

Complete the Agreement with China microgreen project

The partners will now buy agricultural technology system developed and successfully invented by Eco Energy. An engineering and construction team has been established and the first contacts to potential clients have been made. Over many years Eco Energy developed and tested different technologies which are applied in the operation of vertical farming. These technologies are used to save energy and water in an isolated mini-climate as it is provided in a Biodome. The use of these systems facilitates the operation of a Biodome and allows to increase profitability by decreasing costs for water and energy used.

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

Months 7 through 9

During the following three (3) months, we expect to achieve the following:

	o	Complete the agreement with Mathias Stecher GmbH from Swiss
	o	Finish the design in China project and start to order the materials
	o	Finish the third level of Biodome and Solar system design
	o	Begin Engineering on Controlled Atmosphere Storage
	o	Starting the develop the AI system to control the nutrition, lighting and temperature for the Biodome

Complete the agreement with Microgreen China

The agreement is designed to elaborate a cooperation between ECO Energy and Microgreen China to sell the agricultural technology systems developed by Eco Energy in China and Korea This agreement completes the marketing alliance with European partners as Eco Energy lately already signed another marketing cooperation with the company Microgreen china to sell its technology in Asia.

Distributor Sale Teams in China

If we are successful in previous months, it is anticipated that in months seven (7) through nine (9) we will have the first contracts with the distributors and local market suppliers in China. During our discussions with distributors, are evaluated and tested by a committee and then taken to retailers to gauge interest. Retailer interest determines initial order levels.

Finish the design for China project and start to order the materials

We are currently negotiating a contract with Microgreen China in South Chain to develop a 100,000 sq. ft. Biodome industrial area. When we successfully enter this contract, we shall complete the architectural drawings and order the materials, most of which can be purchased in China.

Months 10 through 12

	o	Start to install the equipment in the China Biodome
	o	Design the package for the products for the Asia market
	o	Seeking the products seeds sources for China markets
	o	Testing the Controlled Atmosphere Storage
	o	Begin advertising / promotion campaign

During the following three (3) months, we expect to achieve the following:

Start to install the equipment in the China Biodome

We will start to install the first artificial intelligence (AI) enabled augmented reality crop management system may be coming soon on the whole system including the following functions:

● Artificial Light Control System: Measures available light conditions and automatically switches supplemental lighting on/off, when necessary;

● Carbon Dioxide Control System: RGB cameras to monitors and automatically adjusts carbon dioxide levels for optimal plant growth when the Biodome is sealed;

● Climate Control System: RGB cameras to monitors a variety of climate control parameters, automatically activating the appropriate HVAC equipment in order to heat, cool, or dehumidify the Biodome;

● Energy Control System: RGB cameras to monitors both the availability and energy requirements in the Biodome;

● ETFE Control System: Measures parameters such as interior and exterior temperatures, wind velocity, and snow loads and automatically inflate or deflate the Biodome pneumatic ETFE pillows in order to maintain structural integrity and interior climate conditions.

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

● Nutrient Control System: RGB cameras to monitors, activates and maintain the release of plant nutrients and oxygen;

● Plant Productivity System: RGB cameras to monitors, manages, and forecasts crop growing / harvest parameters;

● Video Monitoring System: RGB cameras to monitors and activates video cameras in and around the Biodome including in the AI system;

● Water Test System: Water Quality Testing Equipment Monitors the testing of water in pH

Design the package for the products for the Online Customers

We believe the fruity packaging designs are offering consumers some eye-catching ways to feel more health-conscious about the products they are using. Today, people are often concerned about the dietary ingredients and health effects of certain foods and beverages they consume. That is why marketing a product to consumers that visually seems healthier or nutritious is an inventive way to stand out from competitors.

Testing the Controlled Atmosphere Storage

●	Controlled Atmosphere Storage is a system for holding respiratory produce in an atmosphere that differs from normal air in respect of CO2 and O2 levels. Practical advantages of storage under Controlled Atmosphere:
■	Considerable decrease in fruit respiration rate.
■	A reduction in the effect of ethylene on metabolism.
■	An extension in storage life and excellent firmness of flesh.

Begin advertising / promotion campaign

If we are successful in previous months, it is anticipated that in months seven (7) through nine (9) we will have the first crop of products and send samples to our End-user, by using the mobile app for marketing to approach our customers. This is the way we and avoid the middle companies and lose the control. More customers we have, we can create more products to enter the market. It is our understanding is that new products are evaluated and tested by a committee and then taken to retailers to gauge interest. Retailer interest determines initial order levels.

Seek on-going associations and industry group approvals and marketing support. We intend to get needed industry and association and government approvals and seek their help in securing potential industry and government access as well as any needed sponsorships and support.

Work with other complimentary vertical farming product providers.

Work with other firms to assist in optimizing its products for certain verticals where needed.

Sign additional sub-license agreements or joint venture agreements with strategic partners. Central to the Company’s strategy is to sign large (i.e., multi-million dollar) “vertical markets” agreements with commercial partners.

We do not currently have any arrangements for financing and we can provide no assurance to investors we will be able to find such financing. There can be no assurance that additional financing will be available to us, or on terms that are acceptable. Consequently, we may not be able to proceed with our intended business plans or complete the development and commercialization of our product.

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

Liquidity and Results of Operations

Comparison for the Nine Months Ended September 30, 2018 and 2017

Revenues and Gross Profit

Revenues and Gross Profit for the nine months ended September 30, 2018 and 2017 are zero. The Company is a development stage company and has incurred significant costs in research and development activities. See discussion below for further information. As of September 30, 2018, the Company had incurred an accumulated deficit of $5,562,179 since inception.

Costs and Expenses

Total operating cost and expenses decreased to $7,240 for the three months ended September 30, 2018, as compared to $216,957 for the three months ended September 30, 2017. And total operating cost and expenses decreased to $52,526 for the nine months ended September 30, 2018, as compared to $550,427 for the nine months ended September 30, 2017. These decreases were primarily due to decreasing costs associated with General Administrative Expenses.

Other Income and Expenses

Interest expense was zero in the three months ended September 30, 2018 and September 30, 2017. And interest expense was zero in the nine months ended September 30, 2018 as compared to $7,644 for the nine months ended September 30, 2017.

Income Taxes

The Company had no income tax expenses or income tax benefit for each of the three months ended September 30, 2018, and September 30, 2017 and for the nine months ended September 30, 2018, and September 30, 2017, due to incurrence of net operating loss in each of these periods. There are no income tax refund opportunities currently available.

Effect of Inflation

Inflation has not had a significant impact on the Company’s operations or cash flows.

Liquidity and Capital Resources

Long-Term Debt / Note Payable and Other Commitments

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

Cash Flow Information

The Company had working capital deficit of approximately $3,681,714 and a current ratio of 0.044 as of September 30, 2018. And the Company had working capital deficit of $5,129,558 and a current ratio of 0.102 at December 31, 2017. The decrease in working capital and the current ratio at September 30, 2018, as compared to December 31, 2017, was primarily due to the use of working capital for operations as well as marketing expenses. The Company believes it has insufficient cash resources to meet its liquidity requirements for the next twelve (12) months.

During the nine months ended September 30, 2018, the Company had cash and cash equivalents of approximately $167,566 as compared to cash and cash equivalents of $583,950 as of December 31, 2017. This represents a slight decrease in cash of $416,384.

Cash used in Operating Activities

The Company used approximately $51,809 of cash for operating activities in the nine months ended September 30, 2018, as compared to use $558,202 of cash for operating activities in the nine months ended September 30, 2017. This resulted in a decrease in cash used in operating activities of $506,393. The expenses consisted of filing fees, professional fees and other general expenses.

Cash Provided by Investing Activities

The Company uses approximately $nil of cash for investing activities in the nine months ended September 30, 2018 as compared to use $1,261,984 of cash for investing activities in the nine months ended September 30, 2017. Sale proceeds of fixed assets disposals.

Cash Used in Financing Activities

Financing activities in the nine months ended September 30, 2018, provided $351,564 of cash as compared to $203,911 of cash provided by the nine months ended September 30, 2017. The Company did not incur any debt issuance costs in 2018.

Liquidity and Capital Resources

We anticipate that our future liquidity requirements will arise from the need to fund our growth, pay our current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from private sources and/or debt financing.

Going Concern Consideration

Our independent auditors included an explanatory paragraph in their report on the accompanying financial statements expressing concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies

The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosures about contingent assets and liabilities. We base these estimates and assumptions on historical experience and on various other information and assumptions that are believed to be reasonable under the circumstance. Estimates and assumptions about future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as additional information is obtained, as more experience is acquired, as our operating environment changes and as new events occur. Our critical accounting policies are listed in the notes to our audited financial statements included in of this report on Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluations of Disclosure Controls and Procedures

Under the supervision and with the participation of our management team, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of December 31, 2004. Based on this evaluation, we concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic reports.

Changes in Internal Control over Financial Reporting

During the period covered by this report, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company has no knowledge of existing or pending legal proceedings against the Company, nor is the Company involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of the Company’s directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

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

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

As of September 30, 2018, there were 50,233,388 shares of common stock issued and outstanding.

All investors were non US residents and the issuances were issued in a private placement exempt from registration pursuant to Regulation S under the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4. OTHER INFORMATION

None

ITEM 5. EXHIBITS

INDEX TO EXHIBITS

Exhibit		Description
31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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

ECO ENERGY TECH ASIA, LTD. (Registrant)

Signature	Title	Date

/s/ Yuen May Cheung
Yuen May Cheung	Chief Executive Officer	November 14, 2018
	Principal Executive Officer
/s/ Philip K.H. Chan
Philip K.H. Chan	Chief Financial Officer Principal Financial Officer	November 14, 2018

AIFARM, LTD. - FORM 10-Q - November 14, 2018

Attached files

AIFARM, LTD. Reports