U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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| For the Fiscal Year Ended December 31, 2017 |
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¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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| For transition period from __________ to __________ |
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¨ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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| Date of event requiring this shell company report __________ |
Commission File Number: 000-50608
EURASIA ENERGY LIMITED |
(Exact name of Registrant as specified in its charter) |
ANGUILLA, BRITISH WEST INDIES
(Jurisdiction of incorporation or organization)
294 Heywood House, Anguilla, B.W.I.
(Address of principal executive offices)
Mr. Graham Crabtree
(T): (264) 497-6468; (F) (264) 497-6800
294 Heywood House, Anguilla, B.W.I.
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act: None
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value | | OTC-PK |
(Title of Class) | | (Exchange on which registered) |
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the year ended December 31, 2017: 34,548,368 Common Shares With a Par Value of $0.001 Per Share
Indicate by check mark whether the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No
If this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ¨ Yes x No
Note: | Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: x 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 x No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ | Non-accelerated filer | x |
| | | | | Emerging growth company | ¨ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ¨
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP x | International Financial Reporting Standards as issued by the International Accounting Standards Board ¨ | Other ¨ |
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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ¨ Item 17 ¨ Item 18
If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). x Yes ¨ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by court. ¨ Yes ¨ No
INFORMATION TO BE INCLUDED IN THE REPORT
Convention
In this Form 20-F Annual Report, all references to “Anguilla” are references to Anguilla, British West Indies. All references to the “Government” are references to the government of Anguilla, British West Indies. Unless otherwise noted, all references to “common shares”, “shares” or “common stock” are references to the common shares of the Company. All references to the “Company” or “Eurasia” are references to “Eurasia Energy Limited”.
In this document, all references to “SEC” or “Commission” are reference to the United States Securities and Exchange Commission. References to “$” are to the currency of the United States of America.
Forward Looking Statements
This Form 20-F Annual Report includes “forward-looking statements”. A shareholder or prospective shareholder should bear this in mind when assessing the Company’s business. All statements included in this annual report, other than statements of historical facts, including, without limitation, the statements located elsewhere herein regarding industry prospects and the Company’s financial position, are forward-looking statements. Although the Company believes that the expectations reflected in such forward looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.
TABLE OF CONTENTS
PART I
Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
A. Directors and Senior Management
Not applicable
B. Advisers
Not applicable
C. Auditors
The independent auditors for the Company are Davidson & Company, LLP, Suite 1200, 609 Granville Street, Vancouver, B.C., V7Y 1G6 for the Company’s December 31, 2017 and 2016 year ends. The former independent auditors for the Company, Anton & Chia, LLP, Certified Public Accountants, Suite 540, 3501 Jamboree Road, Newport Beach, CA 92660 audited the Company’s December 31, 2015 and 2014 year ends.
Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable
Item 3. KEY INFORMATION
A. Selected Financial Data
The Company was incorporated as Pacific Alliance Ventures Ltd. in the State of Nevada on October 20, 2003. The Company changed its name to Eurasia Energy Limited on November 28, 2005. The Company completed a continuation of its jurisdiction from Nevada to Anguilla, B.W.I. on December 31, 2007. The Company has selected a December 31 year end. The Company’s selected historical financial data for the periods from January 1, 2015 to December 31, 2015 (audited) and January 1, 2016 to December 31, 2016 (audited) and January 1, 2017 to December 31, 2017 (audited) are set out in the table below. The selected financial data provided below are not necessarily indicative of the future results of operations or financial performance of the Company. The Company has not paid any dividends on its common shares and it does not expect to pay dividends in the foreseeable future.
| | Period from Jan. 1, 2015 to Dec. 31, 2015 | | | Period from Jan. 1, 2016 to Dec. 31, 2016 | | | Period from Jan. 1, 2017 to Dec. 31, 2017 | |
Amounts in Accordance with US GAAP (Presented in U.S. dollars): | | | | | | | | | |
Total assets | | $ | 45,631 | | | $ | 21,454 | | | $ | 4,020 | |
Operating revenue | | | - | | | | - | | | | - | |
Net working capital | | $ | 42,455 | | | $ | 18,054 | | | $ | (4,783 | ) |
Shareholders’ Equity (Deficiency) | | $ | 42,455 | | | $ | 18,054 | | | $ | (4,783 | ) |
Net loss from operations | | $ | (29,504 | ) | | $ | (24,401 | ) | | $ | (22,837 | ) |
Loss per share (basic and diluted) | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) |
Weighted average number of common shares (basic and diluted) | | | 34,548,368 | | | | 34,548,368 | | | | 34,548,368 | |
B. Capitalization and Indebtedness
Not applicable
C. Reasons for the Offer and Use of Proceeds
Not applicable
D. Risk Factors
The following risks relate specifically to the Company’s business and should be considered carefully. The occurrence of any one or more of the events outlined under this section could have severe consequences on the Company’s business, financial condition and results of operations and could result in the cessation of operations or bankruptcy.
We have a limited operating history and a history of losses and expect future losses, and there can be no assurances that we will achieve and sustain profitability, which makes our ability to continue as a going concern questionable and puts your investment at risk.
We have incurred significant net losses and negative cash flow from operations since our inception. We reported net loss of $22,837 in 2017. We will expect to continue to incur losses in 2018 and will need to continue to raise additional funds through equity offerings for our business to survive.
Our financial statements have been prepared on a going concern basis, which presumes the realization of assets and the settlement of liabilities in the normal course of operations. The application of the going concern principle is dependent upon the Company achieving profitable operations to generate sufficient cash flows to fund continued operations, or, in the absence of adequate cash flows from operations, obtaining additional financing. If the Company is unable to achieve profitable operations or obtain additional financing, we may be required to reduce or to limit operations, or cease operations altogether. The auditors’ report on the December 31, 2017 financial statements contains an explanatory paragraph that states that the Company has historically incurred losses and has an accumulated deficit which raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
We will need additional capital to continue to operate our business. Failure to raise additional equity or debt financing will result in the termination of operations and the loss of your investment.
We have no expectation of revenue in the next 24 months.
As an oil and gas exploration company, we are seeking long term opportunities. In the relative short term, 24 months, we have no expectation of revenues. Without revenue, we require ongoing capital injections through the sale of our shares. We cannot be certain that equity financing will be available to us on favorable terms when required or at all. If we cannot raise funds in a timely manner or on acceptable terms, we may not be able to continue in operation.
If we successfully raise additional funds through the issuance of debt, we will be required to service that debt and are likely to become subject to restrictive covenants and other restrictions contained in the instruments governing that debt, which may limit our operational flexibility. If we raise additional funds through the issuance of equity securities, then those securities may have rights, preferences or privileges senior to the rights of holders of our common stock, and holders of our common stock will experience dilution.
If our key personnel leave the Company, our Company will cease operations and you will lose your investment.
The future success of our Company depends on certain key members of management. We are currently dependent on our President and Chief Executive Officer, Nicholas W. Baxter, for our development plans. Mr. Baxter has extensive oil and gas exploration experience and contacts and his departure would result in our Company ceasing to operate as an oil and gas exploration company.
Tax Risks – Our Company may continue to be taxed as a U.S. corporation disentitling us to any tax advantages in Anguilla.
Our Company converted from Nevada to Anguilla, B.W.I. on December 31, 2007. Our Company is now taxed as an Anguilla corporation. The American Jobs Creation Act of 2004 includes provisions the effect of which is to treat certain corporations that undergo “inversion transactions” as United States corporations. As a result, future income would be subject to United States income tax. There is a risk that the Internal Revenue Service would interpret the rules so as to treat our Company as a United States corporation. Our Company would be disentitled to tax advantages in Anguilla and any future earnings would be reduced accordingly.
Our shares are considered Penny Stock and are subject to the Penny Stock rules, which may adversely affect your ability to sell your shares.
Rules 15g-1 through 15g-9 promulgated under the Exchange Act impose sales practice and disclosure requirements on certain broker-dealers who engage in certain transactions involving Penny Stock. Subject to certain exceptions, a Penny Stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. Our shares are deemed to be Penny Stock for the purposes of the Exchange Act. The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of our shares and impede the sale of our shares in the secondary market.
Under the Penny Stock regulations, a broker-dealer selling Penny Stock to anyone other than an established customer or Accredited Investor (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the Penny Stock regulations require the broker-dealer to deliver, prior to any transaction involving a Penny Stock, a disclosure schedule prepared by the Commission relating to the Penny Stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the Penny Stock held in a customer’s account and information with respect to the limited market in Penny Stocks.
Substantial sales of our common stock could cause our stock price to fall.
Our shares are thinly traded. If our stockholders sell substantial amounts of our common stock, the market price of our common stock will decline and there may be few buyers for your shares.
We have not declared dividends and may never declare dividends, which may affect the value of your shares.
We have never declared or paid dividends on our common stock and do not expect to pay any dividends in the near future.
Item 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
The Company was incorporated as Pacific Alliance Ventures Ltd. in the State of Nevada on October 20, 2003. The Company changed its name to Eurasia Energy Limited on November 28, 2005. The Company completed a continuation of its jurisdiction from Nevada to Anguilla, B.W.I. on December 31, 2007.
Since its incorporation, the Company has not undergone any material reclassification, merger or consolidation, and has no subsidiaries. The Company has not completed any acquisitions or dispositions of material assets. It has not undergone a material change in the types of products or services it renders. The Company has not been the subject of any bankruptcy, receivership or similar proceedings.
The Company has not made any principal capital expenditures or divestitures. The Company has not received nor made any public takeover offers.
B. Business Overview
We are engaged in oil and gas exploration. We entered into a memorandum of understanding (“MOU”) with the State Oil Company of the Azerbaijan Republic (“SOCAR”) which granted our Company the exclusive right to negotiate an Exploration, Rehabilitation, Development and Production Sharing Agreement (“ERDPSA”) for a 600 square kilometer oil and gas block (the “Block”) in the Republic of Azerbaijan. The effective date of the original MOU was December 7, 2005. This MOU expired on December 7, 2006. The Block includes the producing Alyat-Deniz oil and gas field and seven additional exploration structures namely, the Hamamdag-Deniz, Garasu, Sangi-Mugan, Ulfat, Aran-Deniz, Dashly and Sabayil structures. The Block is located in the shallow coastal waters of the Azerbaijan sector of the Caspian Sea approximately 70 kilometers south of the Azerbaijan capital of Baku.
In November, 2006, management met with SOCAR officials in Baku and notified SOCAR in writing that the Company had completed its development plan and was ready to enter into negotiations for the main principals of the ERDPSA. Management was informed by SOCAR officials that the lawsuit brought against our Company by Commonwealth Oil & Gas Company Limited (“Commonwealth”) materially prejudiced our Company’s opportunity to extend the MOU. Despite having completed our development plan in 2006 and being ready, willing and able to commence negotiations on the main principals of the ERDPSA before the MOU expired, SOCAR declined to negotiate with our Company and the MOU expired on December 7, 2006.
In August, 2007, we completed a private placement of 4,000,000 units at $0.25 per unit which raised proceeds of $1,000,000. These proceeds have been sufficient to fund our ongoing operations. We will continue to conserve our cash reserves through 2018.
On February 10, 2010, Eurasia, Commonwealth, Arawak Energy Limited (“Arawak”) and Nicholas W. Baxter (“Baxter”) signed a participation agreement (the “Participation Agreement”) which brought final resolution to the litigation proceedings among Eurasia, Baxter, Arawak and Commonwealth which had been ongoing since 2006. The Participation Agreement sought to establish the terms upon which the parties would co-operate with each other to identify and seek to obtain a direct or indirect interest in an upstream oil and gas project in the Azerbaijan Republic. As prescribed under the Participation Agreement, Eurasia was reimbursed by Commonwealth for 51% of Eurasia’s agreed third party costs incurred to date in connection with its attempts to obtain an upstream oil and gas project in the Azerbaijan Republic.
As at the end of the fiscal year ended December 31, 2012, Eurasia management was of the view that Eurasia had exhausted all available avenues for advancing its interest in the Alyat Deniz project in Azerbaijan. Since first identifying the Alyat Deniz Project, Eurasia has faced competition on various fronts from more advanced and well financed companies vying to establish or expand their oil and gas holdings in the region. Despite our management team’s experience and past success in Azerbaijan and the inclusion of experienced and well financed participating partners, we have not attained our goal and our Company does not consider it prudent to continue to compete for this project. Management will continue to assess its oil and gas industry contacts with a view to potentially sourcing a new project which will benefit from the inclusion of Eurasia as a publicly traded investment platform.
Our Company’s entry into the MOU with SOCAR and change of business did not result in the issuance of any equity or debt securities by our Company. The transaction did not constitute a reverse takeover or “back door listing”.
We do not expect any changes in the number of our employees over the next 12 months. We will not be purchasing any plant or significant equipment over the next 24 months. Our current management team will satisfy our requirements for the next 24 months. Our President and C.E.O., Mr. Nicholas W. Baxter, currently works part time on our Company’s affairs on an “as needed” basis. Our C.F.O., Mr. Graham Crabtree, spends approximately 10 hours per month on our Company’s affairs.
References in this information statement to “the Company,” “we,” “us,” and “our” refer to Eurasia Energy Limited.
Our executive offices are located at 294 Heywood House, Anguilla, British West Indies. Our telephone number is (264) 497-6468.
C. Organizational Structure
The Company is not part of a corporate group. The Company has no subsidiaries and no corporate controlling shareholder.
D. Property, Plant and Equipment
The Company has no material tangible fixed assets at this time.
Item 4A. UNRESOLVED STAFF COMMENTS
Not applicable
Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion is management’s explanation of factors that have affected the Company’s financial condition and results of operations for the historical periods covered by the financial statements, and management’s assessment of factors and trends which are anticipated to have material effect on the Company’s financial condition and results of operations in future periods.
A. Operating Results
The following discussion and analysis of the Company’s financial condition and results of operations for the fiscal years ended December 31, 2017, 2016 and 2015 should be read in conjunction with the Company’s financial statements and related notes included in this annual report in accordance with “Item 8 – Financial Information”. The Company’s financial statements included in this annual report were prepared in accordance with United States Generally Accepted Accounting Principles.
All statements other than statements of historical facts included in this Report and located elsewhere herein regarding industry prospects and the Company’s financial position are forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Company’s expectations (“Cautionary Statements”) are disclosed in this Report, including, without limitation, in conjunction with the forward-looking statements included in this Report under “Risk Factors.” All subsequent written and oral forward-looking statements attributed to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statement.
| | For the years ended December 31 | |
| | 2017 | | | 2016 | | | 2015 | |
REVENUE: | | | | | | | | | |
Sales | | | - | | | | - | | | | - | |
Gross Profit: | | | - | | | | - | | | | - | |
EXPENSES: | | | | | | | | | | | | |
General and administrative | | $ | 6,574 | | | $ | 7,908 | | | $ | 15,831 | |
Professional fees | | $ | 16,263 | | | $ | 16,493 | | | $ | 13,673 | |
Loss before other items: | | $ | (22,837 | ) | | $ | (24,401 | ) | | $ | (29,504 | ) |
Other Items: | | | | | | | | | | | | |
Other Income | | $ | 0 | | | $ | 0 | | | $ | 0 | |
Loss for the year: | | $ | (22,837 | ) | | $ | (24,401 | ) | | $ | (29,504 | ) |
Year Ended December 31, 2017 Compared to Year Ended December 31, 2016
Revenue and Other Income
We do not expect any revenues for the foreseeable future.
Operating Expenses
The Company’s operating expenses for the year ended December 31, 2017 was $22,837 compared to $24,401 for the year ended December 31, 2016.
The Company’s general and administrative expenses for the year ended December 31, 2017 was $6,574 compared to $7,908 for the year ended December 31, 2016. The Company’s professional fees expense for the year ended December 31, 2017 was $16,263 compared to $16,493 for the year ended December 31, 2016.
Net Income
The Company’s net loss for the year ended December 31, 2017 was $22,837 compared to a net loss of $24,401 for the year ended December 31, 2016. The decrease in the current year was primarily due to minimal ongoing expenses while the Company remains inactive.
Year Ended December 31, 2016 Compared to Year Ended December 31, 2015
Revenue and Other Income
We do not expect any revenues for the foreseeable future.
Operating Expenses
The Company’s operating expenses for the year ended December 31, 2016 was $24,401 compared to $29,504 for the year ended December 31, 2015.
The Company’s general and administrative expenses for the year ended December 31, 2016 was $7,908 compared to $15,831 for the year ended December 31, 2015. The Company’s professional fees expense for the year ended December 31, 2016 was $16,493 compared to $13,673 for the year ended December 31, 2015.
Net Income
The Company’s net loss for the year ended December 31, 2016 was $24,401 compared to a net loss of $29,504 for the year ended December 31, 2015. The decrease in the current year was primarily due to minimal ongoing expenses while the Company remains inactive.
B. Liquidity and Capital Resources
As at December 31, 2017, the Company had cash in the amount of $4,020.
The Company estimates its operating costs for the next 12 months will include $nil for travel and $15,000 for office, administrative and business development. There is no assurance that the Company will be able to obtain additional funding when needed, or that such funding, if available, can be obtained on terms acceptable to the Company.
Failure to obtain additional funding will result in delay or indefinite postponement of our oil and gas development and exploration activities. Any funds raised by the Company through the issuance of equity or convertible debt securities will cause the Company’s current stockholders to experience dilution. Such securities may grant rights, preferences or privileges senior to those of the Company’s common stockholders.
There is no assurance that the Company will earn revenue, operate profitably or provide a return on investment to its security holders.
To date, all funding for the Company’s business and ongoing operations has come from common share issuances. The Company is facing challenging equity market conditions and general uncertainty with respect to its operations and ability to continue as a going concern as a result of its failure in securing a long term oil and gas project. These conditions make it extremely difficult for the Company to access additional equity or debt financing. Accordingly, the Company is preserving its current cash reserves, so it did not pay salaries in cash in 2017.
The Company’s officers and manager took no cash or stock compensation from the Company in 2017.
As of the date of this Form 20-F Annual Report, the Company had 34,548,368 issued and outstanding common shares.
C. Research and Development, Patents and Licenses, Etc.
The Company has not developed a research and development policy. The Company holds no patents or licenses including technology licenses.
D. Trend Information
The Company is not yet generating revenue from sales. The Company is in its exploration stage and has not established oil and gas production, sales or inventory trends.
E. Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
F. Tabular Disclosure of Contractual Obligations
The Company currently has no contractual obligations in the nature of long term debt obligations, capital finance lease obligations, operating lease obligations or purchase obligations.
G. Safe Harbor
Not applicable.
Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
| | | | Other Reporting Companies In Canada or the United States |
Name | | Position | | Company | | Position |
Nicholas W. Baxter | | President, Chief Executive Officer and Director | | Lexaria Bioscience Corp. (CSE and OTC-QB) Jericho Oil Corporation (TSX-V) | | Director Director |
Gerald R. Tuskey | | Director | | Jericho Oil Corporation (TSX-V) | | Director |
Graham Crabtree | | Chief Financial Officer | | N/A | | N/A |
The following sets out the principal occupations and related experience for the directors and senior officers of the Company over the past five years. None of the Company’s officers or directors are related by blood or marriage. There is no arrangement or understanding among major shareholders, customers or suppliers of the Company pursuant to which any officer or director of our Company was selected to that position.
Nicholas W. Baxter has served as a Director of our Company since March 31, 2005. Mr. Baxter has served as our President and Chief Executive Officer since November 28, 2005. Mr. Baxter has a 25 year career in international resource exploration and development. Originally trained as a geophysicist, Mr. Baxter received a Bachelor of Science (Honors) from the University of Liverpool in 1975. Mr. Baxter has worked on geophysical survey and exploration projects in the U.K., Europe, Africa and the Middle East.
From 1981 to 1985, Mr. Baxter worked for Resource Technology plc, a geophysical equipment sales/services company. Resource Technology plc went public on the USM in London in 1983 and graduated to the London Stock Exchange in 1984. Mr. Baxter left Resource Technology plc and established his own company in 1985 as a co-founder of Addison & Baxter Limited. Addison & Baxter Limited was a private geophysical/geological sales and services company which was acquired by A&B Geoscience Corporation in 1992. Mr. Baxter was Chief Operating Officer and a director of A&B Geoscience Corporation from 1992 to 2002. Additionally, A&B Geoscience Corporation, under Mr. Baxter’s guidance, secured the first onshore production sharing agreement in Azerbaijan in 1998. A&B Geoscience Corporation became controlled by a private Swiss oil trading firm in 2002. Mr. Baxter worked as an independent upstream oil and gas consultant from 2002 to 2004 before joining our Company.
Gerald R. Tuskey has served as our Director since October 20, 2003. Mr. Tuskey also served as our Chief Financial Officer from October 20, 2003 to August 31, 2008. For the past 24 years, Mr. Tuskey has worked as a self-employed corporate/securities lawyer based in Vancouver, British Columbia, Canada. Before establishing his own independent practice, Mr. Tuskey was employed as an associate lawyer by firms in Calgary and Vancouver. Mr. Tuskey has 30 years experience in providing securities and corporate law counsel to a wide variety of domestic and international publicly traded clients. Mr. Tuskey is a former director and corporate secretary of A&B Geoscience Corporation. Mr. Tuskey takes primary responsibility for our Company’s capital structuring, financing activities and corporate and regulatory filings and compliance.
Graham Crabtree has served as Chief Financial Officer since September 1, 2008. Mr. Crabtree received an HND in Business Studies from Liverpool Polytechnic (now Liverpool John Moores University) and became a Fellow of the Association of Chartered and Certified Accountants (FCCA) after studying at Manchester Polytechnic (now Manchester Metropolitan University). Mr. Crabtree operates an Anguilla based accounting and tax consultancy business serving clients in the nearby islands of the former Netherlands, Antilles. Mr. Crabtree has been involved in the financial service industry since the early 1990’s being a founding member of the Anguilla Financial Services Association of which he is a former President, Secretary, Ethics Chairman and Treasurer. Mr. Crabtree is also the Treasurer of the Anguilla Branch of the Society of Trust and Estate Practitioners. In 1999, Mr. Crabtree resigned his membership from the Association of Chartered and Certified Accountants as a member in good standing. Mr. Crabtree continues to maintain a keen interest in developments in the world of accounting and finance. Mr. Crabtree has a wide range of experience in the financial services industry and has served as an officer and director of both private and publicly traded companies.
B. Compensation
There are presently two Executive Officers of the Company, President and Chief Executive Officer, Mr. Nicholas W. Baxter and Chief Financial Officer, Mr. Graham Crabtree. “Executive Officer” means the President, any Vice-President in charge of a principal business unit such as sales, finance or production and any officer of the Company or a subsidiary who performs a policy-making function for the Company whether or not that person is also a director of the Company or the subsidiary, and the Chairman and any Vice-Chairman of the board of directors of the Company if that person performs the functions of that office on a full-time basis.
Set out below is a summary of compensation paid during the Company’s most recently completed financial year to the Company’s Executive Officers:
| | | | Annual Compensation | | | Long-term | | | |
Name and Principal Position | | Year | | Fees $ | | | Bonus $ | | | Other Annual Compensation $ | | | Restricted Stock Award $ | | | Securities Underlying Options / SARs # | | All Other Compensation $ | |
Nicholas W. Baxter President, C.E.O. and Director | | 2017 | | $ | Nil | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | Nil (1) | | $ | 0 | |
Graham Crabtree C.F.O. | | 2017 | | $ | Nil | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | Nil (2) | | $ | 0 | |
_________
| (1) | On April 2, 2012, Mr. Baxter was granted 1,000,000 incentive stock options at an exercise price of $0.05 for a period of five years. The options expired unexercised during the year ended December 31, 2017. |
| |
| (2) | On April 2, 2012, Mr. Crabtree was granted 125,000 incentive stock options at an exercise price of $0.05 for a period of five years. The options expired unexercised during the year ended December 31, 2017. |
Options and Stock Appreciate Rights (SARs)
During the year ended December 31, 2017, the Company did not grant any stock options.
Compensation of Directors
The Company currently has no independent directors. We define an “independent director” as one who does not serve as an officer or consultant or in any other capacity with our Company. No director’s fees were paid in 2017.
The Company has no other arrangements, standard or otherwise, pursuant to which directors are compensated by the Company for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the most recently completed financial year.
Long Term Incentive Plan (LTIP) Awards
The Company has no LTIP awards authorized or issued.
C. Board Practices
The board of directors of the Company is currently comprised of Nicholas W. Baxter and Gerald R. Tuskey. Each director of the Company is elected and holds office until his successor takes office or until his earlier death, resignation or removal. The board of directors currently has established no committees other than the audit committee. The members of the Company’s audit committee are Nicholas Baxter and Gerald R. Tuskey. There are no directors’ service contracts with the Company providing for benefits upon termination of employment.
D. Employees
As of December 31, 2017, the Company had no employees.
E. Share Ownership
The following table lists as of May 7, 2018, the share ownership of all of the Company’s directors and members of its administrative, supervisory and management bodies. The Company has only one class of shares issued and outstanding being, common shares, with a par value of $0.001, and all of the common shares have the same voting rights. The Company has no outstanding stock options. None of the persons named in the following table hold any warrants to purchase shares of the Company.
Name and Position | | Number of Shares Held | | Percentage of Shares Held (%) (1) | |
Nicholas W. Baxter | | 7,573,364 common shares | | | 21.9 | % |
Gerald R. Tuskey | | 3,500,000 common shares | | | 10.1 | % |
Graham Crabtree | | 6,788,333 common shares | | | 19.6 | % |
(1) The percentage ownership positions are based on 34,548,368 shares outstanding as of May 7, 2018.
Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
The Company is a publicly traded corporation, the shares of which are owned by Canadian residents, U.S. residents and residents of other countries. As of May 7, 2018, the following parties had ownership of 5% or greater of the Company’s common shares, all of which have the same voting rights attached thereto as all other common shares of the Company.
Name | | Number of Common Shares Held | | | Percentage of Common Shares Held | |
Nicholas W. Baxter Aberdeen, Scotland | | | 7,573,364 | | | | 21.9 | % |
Graham Crabtree Anguilla, B.W.I. | | | 6,788,333 | | | | 19.6 | % |
Gerald R. Tuskey Vancouver, B.C., Canada | | | 3,500,000 | | | | 10.1 | % |
As of May 7, 2018, the Company had approximately 275 shareholders holding 34,548,368 shares.
Other than as disclosed above, the Company is not aware of any other company, any foreign government or any other person, jointly or severally, that directly or indirectly controls the Company. The Company is not aware of any arrangements, the operation of which may at a future date result in a change of control of the Company.
B. Related Party Transactions
During the year ended December 31, 2017, the Company paid corporate and administrative service charges of $nil (2016: $3,581; 2015: $9,364) to a law firm of which a director of the Company is the owner.
C. Interests of Experts and Counsel
Not applicable
Item 8. FINANCIAL INFORMATION
A. Financial Statements and Other Financial Information
Financial Statements filed as part of this annual report under item 18:
Financial Statements of Eurasia Energy Limited for the year ended December 31, 2017
Report of Davidson & Company, LLP, Chartered Professional Accountants dated May 7, 2018
Balance Sheets as of December 31, 2017 and 2016
Statements of Operations for the years ended December 31, 2017, 2016 and 2015
Statements of Stockholders’ Equity (Deficiency) for the years ended December 31, 2017, 2016 and 2015
Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
Notes to Financial Statements
B. Significant Changes
Since the date of the audited financial statements for the year ended December 31, 2017, there have been no significant changes in the Company’s operations.
Item 9. THE OFFER AND LISTING
A. Offer and Listing Details
Our common shares were quoted for trading on the OTC Bulletin Board on December 2, 2004 under the symbol “PALV”. Effective on January 12, 2006, the Company changed its name to “Eurasia Energy Limited” and changed its ticker symbol to “EUEN”. The Company completed a continuation of its jurisdiction from Nevada to Anguilla, B.W.I. on December 31, 2007. Effective on January 22, 2008, the Company’s shares began trading on the OTC-BB under the modified symbol “EUENF” which denotes Eurasia is now a foreign issuer. The Company’s shares now trade on the OTC-PK. The following quotations obtained from Stockwatch and/or Quotemedia reflect the highs and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
The high and low bid prices of our common stock for the periods indicated below are as follows:
(a) Five most recent full financial years (January 1, 2013 to December 31, 2017) – annual high and low prices:
National Association of Securities Dealers OTC Bulletin Board | | | |
Year Ended: | | High (Bid) | | | Low (Ask) | |
December 31, 2017 | | $ | 0.02 | | | $ | 0.01 | |
December 31, 2016 | | $ | 0.01 | | | $ | 0.01 | |
December 31, 2015 | | $ | 0.015 | | | $ | 0.0035 | |
December 31, 2014 | | $ | 1.00 | | | $ | 0.0035 | |
December 31, 2013 | | $ | 0.099 | | | $ | 0.0013 | |
(b) Two most recent full financial years and subsequent period (January 1, 2016 to May 7, 2018) – high and low for each quarter:
National Association of Securities Dealers OTC Bulletin Board | | | |
Quarter Ended: | | High (Bid) | | | Low (Ask) | |
April 1, 2018 to May 7, 2018 | | $ | 0.01 | | | $ | 0.01 | |
March 30, 2018 | | $ | 0.05 | | | $ | 0.01 | |
December 31, 2017 | | $ | 0.02 | | | $ | 0.01 | |
September 30, 2017 | | | N/A | | | | N/A | |
June 30, 2017 | | $ | 0.01 | | | $ | 0.01 | |
March 30, 2017 | | | N/A | | | | N/A | |
December 31, 2016 | | | N/A | | | | N/A | |
September 30, 2016 | | $ | 0.01 | | | $ | 0.00 | |
June 30, 2016 | | $ | 0.01 | | | $ | 0.01 | |
March 31, 2016 | | $ | 0.01 | | | $ | 0.01 | |
(c) Recent six months (November, 2017 to April, 2018) – high and low for each month:
National Association of Securities Dealers OTC Bulletin Board | | | |
Month Ended | | High (Bid) | | | Low (Ask) | |
April, 2018 | | $ | 0.01 | | | $ | 0.01 | |
March, 2018 | | | N/A | | | | N/A | |
February, 2018 | | $ | 0.01 | | | $ | 0.01 | |
January, 2018 | | $ | 0.05 | | | $ | 0.01 | |
December, 2017 | | $ | 0.02 | | | $ | 0.01 | |
November, 2017 | | $ | 0.01 | | | $ | 0.01 | |
Our common shares are issued in registered form. Nevada Agency & Transfer Company Limited, Suite 880, 50 West Liberty Street, Reno, Nevada, 89501 USA, (Telephone: 775-322-0626; Facsimile: 775-322-5623) is the registrar and transfer agent for our common shares. On May 7, 2018, there were approximately 275 shareholders of our common shares and 34,548,368 shares outstanding.
B. Plan of Distribution
Not applicable.
C. Markets
The common shares of the Company are quoted on FINRA’s OTC-PK under the symbol “EUENF”.
The Company’s common stock is subject to the regulations on penny stocks; consequently, the market liquidity for the common stock may be adversely affected by such regulations limiting the ability of broker/dealers to sell the Company’s common stock and the ability of shareholders to sell their securities in the secondary market in the United States.
Rules 15g-1 through 15g-9 promulgated under the Exchange Act impose sales practice and disclosure requirements on certain broker-dealers who engage in certain transactions involving Penny Stock. Subject to certain exceptions, a Penny Stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of our shares and impede the sale of our shares in the secondary market.
Under the Penny Stock regulations, a broker-dealer selling Penny Stock to anyone other than an established customer or Accredited Investor (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the Penny Stock regulations require the broker-dealer to deliver, prior to any transaction involving a Penny Stock, a disclosure schedule prepared by the Commission relating to the Penny Stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the Penny Stock held in a customer’s account and information with respect to the limited market in Penny Stocks.
Nevada Agency & Transfer Company, located at Suite 880, 50 West Liberty Street, Reno, Nevada 89501, is the registrar and transfer agent for the Company’s common shares.
D. Selling Shareholders
Not applicable
E. Dilution
Not applicable
F. Expenses of the Issue
Not applicable.
Item 10. ADDITIONAL INFORMATION
A. Share Capital
The Company has an authorized share capital of 100,000,000 common shares with a par value of $0.001 per share. The Company currently has 34,548,368 common shares issued and outstanding as fully paid and non-assessable.
B. Memorandum and Articles of Association
Previously filed with the Securities and Exchange Commission on the Company’s Form S-4 Registration Statement filed on July 23, 2007.
C. Material Contracts
The Company has not yet entered into any material contracts.
D. Exchange Controls
There are no foreign exchange controls in B.W.I. and funds can be moved easily. There is no restriction in this regard.
E. Taxation
International Business Companies established in Anguilla, B.W.I. are exempt from the payment of Income Tax and Stamp Duty.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
The documents concerning the Company which are referred to in this Form 20-F Annual Report are either annexed hereto as exhibits (see Item 19) or may be inspected at the principal offices of the Company.
I. Subsidiary Information
The Company has no subsidiaries.
Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our Company does not engage in market activities or invest in financial instruments which give rise to market risk for the Company’s financial resources. Our current assets are maintained in cash in U.S. dollars. Unallocated excess working capital has from time to time been invested in short term guaranteed investment certificates.
Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities
Not applicable.
D. American Depository Shares
Not applicable.
PART II
Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable.
Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not applicable.
Item 15. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this report, being December 31, 2017, we have carried out an evaluation of the effectiveness of the design and operation of our Company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our president and chief executive officer and chief financial officer. Based upon that evaluation, our president and chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2017 because we identified material weaknesses in our internal control over financial reporting as described below. There have been no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have affected, or are reasonably likely to affect our internal controls over financial reporting.
During the period January 1, 2017 to December 31, 2017, our Company’s financial resources were managed directly by our director in Vancouver, British Columbia and reviewed by our C.F.O. in Anguilla, B.W.I. Our director was the only signatory on our one account. All of our financial transactions were initiated by our director, were entered and checked by his executive assistant and were reviewed by our C.F.O. on a quarterly basis. Our Company is relatively inactive and processes a small number of checks and other financial transactions each month. Despite the fact that all financial transactions are processed by our director, reviewed quarterly by our C.F.O. and confirmed by an executive assistant, there are not enough independent employees or members of management to provide third party oversight and review of our director’s and C.F.O.’s activities. For the foreseeable future, our Company will be relatively inactive and will continue to process a relatively small number of financial transactions on a monthly and annual basis. The number of individuals available to provide management oversight and reviews will be few and accordingly, we expect to have material weaknesses in our disclosure controls and procedures until at least the completion of our 2018 fiscal year end on December 31, 2018.
(b) Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, and for evaluating the effectiveness of internal control over financial reporting as of December 31, 2017. Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive officer and principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States Generally Accepted Accounting Principles (“US GAAP”). Our system of internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP; and our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management which includes our president and chief executive officer and chief financial officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2017 based upon criteria in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on such evaluation, management determined that our internal control over financial reporting was not effective as of December 31, 2017 because the following material weaknesses in internal control over financial reporting existed as of December 31, 2017:
| - | Our Company is managed by a small number of individuals working out of offices in Aberdeenshire, Scotland, Vancouver, British Columbia, Canada and Anguilla, B.W.I. We do not employ enough independent employees or members of management to provide third party oversight in review of our financial transactions on an ongoing basis. Our directors and C.F.O. are solely responsible for initiating, reviewing and recording of financial transactions. Electronic and physical records of all of our Company’s financial transactions are maintained by our Vancouver office but they are not subject to third party review. |
| |
| - | Our Company maintains a board of directors consisting of only two members. This small board of directors is inadequate for providing independent oversight of our management team and does not allow us to staff important board of director committees such as an independent audit committee. Given that our Company was facing material litigation, it was impossible to attract additional qualified members for our board of directors. Although this litigation is now resolved, this is still a material weakness in our internal control over financial reporting. Additionally, to date, we do not have a designated financial expert and we do not have an established whistleblower program. These are also material weaknesses in our internal control over financial reporting. |
(c) Attestation report of the registered public account firm
This Form 20-F Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Form 20-F Annual Report.
(d) Changes in internal control over financing reporting
There were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT
The Company does not have an audit committee financial expert serving on its audit committee. Each of the Company’s directors serving on the audit committee is financially literate and is able to professionally discharge the duties incumbent upon audit committee members. However, none of the audit committee members are “financial experts”. At such time as the Company may secure a project and is able to raise the significant funds necessary to exploit the opportunity, the Company will make a concerted effort to identify and appoint a financial expert to its audit committee.
Item 16B. CODE OF ETHICS
On January 1, 2007, the Board of Directors of the Company (the “Board”) adopted a new Code of Business Conduct and Ethics (the “Code”), which applies to the Company’s directors, officers and employees. The Code was adopted to further strengthen the Company’s internal compliance program. The Code addresses among other things, honesty and integrity, fair dealing, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, and administration of the code.
Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
For the year ended December 31, 2017, the aggregate fees to Davidson & Company, LLP, Chartered Professional Accountants for professional services rendered for the audits of our annual financial statements included in our Form 20-F Annual Report were CDN$10,000. For the year ended December 31, 2016, the aggregate fees to Davidson & Company, LLP, Chartered Professional Accountants for professional services rendered for the audits of our annual financial statements included in our Form 20-F Annual Report were CDN$15,000.
Audit Related Fees
For the year ended December 31, 2017, the aggregate fees billed for assurance and related services by Davidson & Company, LLP, Chartered Professional Accountants relating to the performance of the audits of our financial statements which are not reported under the caption “Audit Fees” above, was $0.00. For the year ended December 31, 2016, the aggregate fees billed for assurance and related services by Davidson & Company, LLP, Chartered Professional Accountants relating to the performance of the audits of our financial statements which are not reported under the caption “Audit Fees” above, was $0.00.
Tax Fees
For the year ended December 31, 2017, the aggregate fees to Davidson & Company, LLP for other non-audit professional services, other than those services listed above, was $0.00. For the period ended December 31, 2017, the aggregate fees paid to Davidson & Company, LLP for tax compliance professional services, other than those services listed above, was $0.00.
For the year ended December 31, 2016, the aggregate fees to Davidson & Company, LLP for other non-audit professional services, other than those services listed above, was $0.00. For the period ended December 31, 2016, the aggregate fees paid to Davidson & Company, LLP for tax compliance professional services, other than those services listed above, was $0.00.
We do not use Davidson & Company, LLP for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage Davidson & Company, LLP to provide compliance outsourcing services.
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before Davidson & Company, LLP is engaged by us to render any auditing or permitted non-audit related service, the engagement be:
| - | approved by our audit committee (which consists of our entire board of directors); or |
| | |
| - | entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors’ responsibilities to management. |
The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
Item 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
Not applicable.
Item 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not Applicable
Item 16G. CORPORATE GOVERNANCE
General
Corporate governance refers to the policies and structure of the board of directors of a company whose members are elected by and are accountable to the shareholders of the Company. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board of the Company is committed to sound corporate governance practices, as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.
Board of Directors
Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Company’s Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.
The non-independent members of the Board of the Company are:
| · | Nicholas W. Baxter, President and Chief Executive Officer |
| | |
| · | Gerald R. Tuskey |
A majority of our directors are not independent directors.
Management has been delegated the responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing cash flow, identifying new exploration prospects, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The board facilitates its independent supervision over management by reviewing and approving long-term strategic, business and capital plans, material contracts and business transactions, and all debt and equity financing transactions. Through its audit committee, the Board examines the effectiveness of the Company’s internal control processes and management information systems.
Directorships
The following table is a list of directorships in other reporting issuers held by the directors of the Company:
Name | | Name of Reporting Issuers |
Gerald R. Tuskey | | Jericho Oil Corporation |
Nicholas W. Baxter | | Lexaria Bioscience Corp. Jericho Oil Corporation |
Orientation and Continuing Education
When new directors are appointed, they receive an orientation, commensurate with their previous experience, on the Company’s properties, business, technology and industry and on the responsibilities of directors.
Board meetings may also include presentations by the Company’s management and employees to give the directors additional insight into the Company’s business.
Ethical Business Conduct
The Board is of the view that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law are sufficient to ensure that the Board operates independently of management and in the best interests of the Company.
Nomination of Directors
The Board reviews its size each year. It considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience.
Compensation
The Board does not have a compensation committee.
Other Board Committees
The Board has no other committees.
Assessments
The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees. The Board has frequent communications with management and other board members, and is regularly consulted on important Company decisions. In this context, the Board periodically reviews the performance of the Board as a whole, any standing committees it has appointed, and individual directors, to ensure each is performing effectively.
Item 16H. MINE SAFETY DISCLOSURE
Not applicable.
PART III
Item 17. FINANCIAL STATEMENTS
The Company has elected to report under Item 18.
Item 18. FINANCIAL STATEMENTS
The Company’s financial statements have been prepared on the basis of US GAAP. Copies of the financial statements specified in Regulation 228.210 (Item 310) are filed with this Form 20-F Annual Report.
Index to Financial Statements
Financial Statements of Eurasia Energy Limited for the year ended December 31, 2017
Report of Davidson & Company, LLP dated May 7, 2018
Balance Sheets as of December 31, 2017 and 2016
Statements of Operations for the years ended December 31, 2017, 2016 and 2015
Statements of Stockholders’ Equity (Deficiency) for the year ended December 31, 2017, 2016 and 2015
Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
Notes to Financial Statements
Item 19. EXHIBITS
Copies of the following documents are filed with this Form 20-F Annual Report as exhibits:
Index of Exhibits
| 1.1 | | Articles of Incorporation and amendments thereto, as filed with the Registrant’s Form 10-SB on February 27, 2004, incorporated herein by reference. |
| | |
| 1.2 | | Bylaws as filed with the Registrant’s Form 10-SB on February 27, 2004, incorporated herein by reference. |
| | |
| 1.3 | | Certificate of Amendment to Articles of Incorporation filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference. |
| | |
| 1.4 | | Articles of Continuance filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference. |
| | |
| 1.5 | | Bylaws filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference. |
| | |
| 2.1 | | Dissent and Appraisal Rights of the Nevada Revised Statutes filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference. |
| | |
| 2.2 | | Form of Dissenter’s Appraisal Notice filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference. |
| | |
| 2.3 | | Plan of Conversion dated November 1, 2006, as filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference. |
| | |
| 4.3 | | Form S-4 Registration Statement filed on July 23, 2007, incorporated herein by reference. |
| | |
| 11.1 | | Code of Ethics filed with the Registrant’s Form 10-KSB on March 30, 2007, incorporated herein by reference. |
| | |
| 12.1 | | Section 302 Certification of CEO |
| | |
| 12.2 | | Section 302 Certification of CFO |
| | |
| 13.1 | | Section 906 Certification of CEO |
| | |
| 13.2 | | Section 906 Certification of CFO |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | EURASIA ENERGY LIMITED | |
| | | | |
| Dated: May 7, 2018 | Per: | | |
| | /s/ Nicholas W. Baxter | |
| | Nicholas W. Baxter, | |
| | | President and Chief Executive Officer | |
| | | | |
| Per: | | |
| | /s/ Graham Crabtree | |
| | Graham Crabtree, | |
| | Chief Financial Officer | |
EURASIA ENERGY LIMITED
Financial Statements
(Expressed in U.S. Dollars)
December 31, 2017
Report of Independent Registered Public Accounting Firm
To the Shareholders and Directors of
Eurasia Energy Limited
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Eurasia Energy Limited (the “Company”), as of December 31, 2017 and 2016, and the related statements of operations, stockholders’ equity (deficiency), and cash flows for the years ended December 31, 2017, 2016, and 2015, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Eurasia Energy Limited as of December 31, 2017 and 2016, and the results of its operations and its cash flows for the years ended December 31, 2017, 2016, and 2015 in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency. This raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2017.
“DAVIDSON & COMPANY LLP”
| Vancouver, Canada | Chartered Professional Accountants |
May 7, 2018
EURASIA ENERGY LIMITED |
BALANCE SHEETS |
December 31, 2017 and 2016 |
|
| | December 31, | | | December 31, | |
(Expressed in U.S. Dollars) | | 2017 | | | 2016 | |
| | | | | | |
| | | | | | |
ASSETS | | | | | | |
Current assets | | | | | | |
Cash | | $ | 4,020 | | | $ | 21,454 | |
Total assets | | $ | 4,020 | | | $ | 21,454 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY) | | | | | | | | |
| | | | | | | | |
Current liabilities | | | | | | | | |
Accounts payable and accrued liabilities (Note 5) | | $ | 8,803 | | | $ | 3,400 | |
Total liabilities | | | 8,803 | | | | 3,400 | |
| | | | | | | | |
Stockholders’ equity (deficiency) (Note 4) | | | | | | | | |
Common stock, $0.001 par value, 100,000,000 authorized shares (34,548,368 issued and outstanding as of December 31, 2017 and 2016) | | | 34,548 | | | | 34,548 | |
Additional paid-in capital | | | 7,104,130 | | | | 7,104,130 | |
Accumulated deficit | | | (7,143,461 | ) | | | (7,120,624 | ) |
| | | | | | | | |
Total stockholders’ equity (deficiency) | | | (4,783 | ) | | | 18,054 | |
| | | | | | | | |
Total liabilities and stockholders’ equity (deficiency) | | $ | 4,020 | | | $ | 21,454 | |
| | | | | | | | |
Nature and continuance of operations (Note 1) | | | | | | | | |
(The accompanying notes are an integral part of these financial statements)
EURASIA ENERGY LIMITED |
STATEMENTS OF OPERATIONS |
For the years ended December 31, 2017, 2016 and 2015 |
|
| | | | | | | | | |
(Expressed in U.S. Dollars) | | 2017 | | | 2016 | | | 2015 | |
| | | | | | | | | |
Expenses | | | | | | | | | |
General and administrative | | $ | 6,574 | | | $ | 7,908 | | | $ | 15,831 | |
Professional fees | | | 16,263 | | | | 16,493 | | | | 13,673 | |
Net loss | | | 22,837 | | | | 24,401 | | | | 29,504 | |
| | | | | | | | | | | | |
Basic and diluted loss per common share | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) |
| | | | | | | | | | | | |
Weighted average number of common shares outstanding | | | | | | | | | | | | |
-Basic and diluted | | | 34,548,368 | | | | 34,548,368 | | | | 34,548,368 | |
(The accompanying notes are an integral part of these financial statements)
EURASIA ENERGY LIMITED |
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY) |
For the years ended December 31, 2017, 2016 and 2015 |
|
| | | | | | | | | | | | | | Total | |
| | Common Stock | | | Additional paid-in | | | Accumulated | | | Stockholders’ Equity | |
(Expressed in U.S. Dollars) | | Shares | | | Amount | | | capital | | | Deficit | | | (Deficiency) | |
| | | | | | | | | | | | | | | |
Balance, December 31, 2014 | | | 34,548,368 | | | | 34,548 | | | | 7,104,130 | | | | (7,066,719 | ) | | | 71,959 | |
| | | | | | | | | | | | | | | | | | | | |
Net loss for the year | | | - | | | | - | | | | - | | | | (29,504 | ) | | | (29,504 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2015 | | | 34,548,368 | | | | 34,548 | | | | 7,104,130 | | | | (7,096,223 | ) | | | 42,455 | |
| | | | | | | | | | | | | | | | | | | | |
Net loss for the year | | | - | | | | - | | | | - | | | | (24,401 | ) | | | (24,401 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2016 | | | 34,548,368 | | | | 34,548 | | | | 7,104,130 | | | | (7,120,624 | ) | | | 18,054 | |
| | | | | | | | | | | | | | | | | | | | |
Net loss for the year | | | - | | | | - | | | | - | | | | (22,837 | ) | | | (22,837 | ) |
| | | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2017 | | | 34,548,368 | | | $ | 34,548 | | | $ | 7,104,130 | | | $ | (7,143,461 | ) | | $ | (4,783 | ) |
(The accompanying notes are an integral part of these financial statements)
EURASIA ENERGY LIMITED |
STATEMENTS OF CASH FLOWS |
For the years ended December 31, 2017, 2016 and 2015 |
|
(Expressed in U.S. Dollars) | | 2017 | | | 2016 | | | 2015 | |
| | | | | | | | | |
Cash flows used in operating activities | | | | | | | | | |
Net loss for the year | | $ | (22,837 | ) | | $ | (24,401 | ) | | $ | (29,504 | ) |
Changes in non-cash working capital items | | | | | | | | | | | | |
Prepaid expenses | | | - | | | | 1,194 | | | | (319 | ) |
Accounts payable and accrued liabilities | | | 5,403 | | | | 224 | | | | (374 | ) |
Net cash used in operating activities | | | (17,434 | ) | | | (22,983 | ) | | | (30,197 | ) |
| | | | | | | | | | | | |
Cash flows from investing activities | | | - | | | | - | | | | - | |
| | | | | | | | | | | | |
Cash flows from financing activities | | | - | | | | - | | | | - | |
| | | | | | | | | | | | |
Change in cash during the year | | | (17,434 | ) | | | (22,983 | ) | | | (30,197 | ) |
| | | | | | | | | | | | |
Cash, beginning of year | | | 21,454 | | | | 44,437 | | | | 74,634 | |
| | | | | | | | | | | | |
Cash, end of year | | $ | 4,020 | | | $ | 21,454 | | | $ | 44,437 | |
(The accompanying notes are an integral part of these financial statements)
EURASIA ENERGY LIMITED
Notes to Financial Statements
(Expressed in U.S. Dollars)
December 31, 2017
Note 1 – Nature and Continuance of Operations
Eurasia Energy Limited (“the Company”) is currently inactive. The Company’s principal business is to explore investment and/or involvement opportunities in both the resource and non-resource sectors and is currently evaluating suitable targets. To date, the Company has not generated revenues from operations.
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and the liquidation of liabilities in the normal course of business.
The Company has incurred losses from operations and has an accumulated deficit of $7,143,461 at December 31, 2017. The Company cannot be certain that capital will be provided when it is required. These material uncertainties raise substantial doubt on the ability of the Company to continue as a going concern.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
Note 2 - Significant Accounting Policies
(a) Principles of Accounting
These financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”).
(b) Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.
(c) Cash
The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. At December 31, 2017 and December 31, 2016, there were no cash equivalents.
EURASIA ENERGY LIMITED
Notes to Financial Statements
(Expressed in U.S. Dollars)
December 31, 2017
Note 2 - Significant Accounting Policies - Continued
(d) Income Taxes
The Company follows the asset and liability method of accounting for income taxes whereby deferred income taxes are recognized for the deferred income tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective income tax bases (temporary differences). Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is included in income in the period in which the change occurs. The amount of deferred income tax assets recognized is limited to the amount that is more likely than not to be realized.
(e) Earnings (Loss) Per Share
Basic earnings (loss) per share is computed by dividing net earnings (loss) for the year attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net loss for the year attributable to common stockholders by the weighted average number of common shares outstanding and dilutive common stock equivalents for the period. At December 31, 2017 there were no stock options outstanding (December 31, 2016, - 2,550,000 outstanding stock options were anti-dilutive).
(f) Stock-Based Compensation
The Company grants stock options to buy common shares of the Company to directors, officers, employees and consultants. An individual is classified as an employee when the individual is an employee for legal or tax purposes, or provides services similar to those performed by an employee.
The fair value of stock options is measured on the date of grant, using the Black-Scholes option pricing model and is recognized over the vesting period. Consideration paid for the shares on the exercise of stock options is credited to share capital.
In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at the fair value of the share-based payment, using the Black-Scholes option pricing model.
(g) Foreign Currency Translation
The Company maintains a U.S. dollar bank account at a financial institution in Canada. Foreign currency transactions are translated into their functional currency, which is the U.S. dollar, in the following manner:
At the transaction date, each asset, liability, revenue and expense is translated into the functional currency by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are translated into U.S. dollars by using the exchange rate in effect at that date. Transaction gains and losses that arise from exchange rate fluctuations are included in the results of operations.
EURASIA ENERGY LIMITED
Notes to Financial Statements
(Expressed in U.S. Dollars)
December 31, 2017
Note 2 - Significant Accounting Policies - Continued
(h) Financial Instruments
The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor’s carrying amount or exchange amount.
Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest method of amortization. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income.
The Company classifies its financial instruments as follows:
Cash is classified as held for trading and is measured at fair value using Level 1 inputs. Accounts payable and accrued liabilities is classified as other financial liabilities, and have a fair value approximating its carrying value, due to its short-term.
Note 3 - Recent Accounting Pronouncements
Accounting Pronouncements Adopted During the Period
(i) Deferred taxes
Effectively January 1, 2017, the Company adopted ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”. ASU 2015-17 requires that deferred tax assets and liabilities be classified as non-current in a classified statement of financial position. The current requirement that deferred tax assets and liabilities of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this ASU. Its adoption does not have a material effect on the Company’s financial statements.
EURASIA ENERGY LIMITED
Notes to Financial Statements
(Expressed in U.S. Dollars)
December 31, 2017
Note 3 - Recent Accounting Pronouncements - Continued
Recent Accounting Pronouncements Not Yet Adopted
(i) Revenue from contracts with customers
In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2016 and interim periods within those periods. Early adoption is not permitted. The FASB has approved a one-year deferral of the effective date with the option to early adopt using the original effective date. Entities may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. The Company is currently assessing the impact that adopting this new accounting guidance will have on its financial statements and footnote disclosures.
(ii) Going concern
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern” which is authoritative guidance on management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and provide related footnote disclosures, codified in ASC 205-40, Going Concern. The guidance provides a definition of the term substantial doubt, requires an evaluation every reporting period including interim periods, provides principles for considering the mitigating effect of management’s plans, requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, requires an express statement and other disclosures when substantial doubt is not alleviated, and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU No. 2015-15 is effective for annual reporting periods ending after December 15, 2017. The Company will adopt this guidance for the fiscal year ending December 31, 2018, and it will apply to each interim and annual period thereafter. Its adoption is not expected to have a material effect on the Company’s consolidated financial statements.
EURASIA ENERGY LIMITED
Notes to Financial Statements
(Expressed in U.S. Dollars)
December 31, 2017
Note 3 - Recent Accounting Pronouncements - Continued
Recent Accounting Pronouncements Not Yet Adopted - Continued
(iii) Share-based payment accounting
In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting”, which modifies the accounting for excess tax benefits and tax deficiencies associated with share-based payments, the accounting for forfeitures, and the classification of certain items on the statement of cash flows. ASU 2016-09 eliminates the requirement to recognize excess tax benefits in additional paid-in capital (“APIC”), and the requirement to evaluate tax deficiencies for APIC or income tax expense classification, and provides for these benefits or deficiencies to be recorded as an income tax expense or benefit in the income statement. With these changes, tax-related cash flows resulting from share-based payments will be classified as operating activities as opposed to financing, as currently presented. The standard is effective for us in the first quarter of fiscal year 2018, although early adoption is permitted. We are currently assessing the impact the new standard will have on our financial statements.
(iv) Statement of Cash Flows
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), which addresses eight specific cash flow issues and is intended to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.
On November 17, 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB’s Emerging Issues Task Force (the “Task Force”). The new standard requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities will also be required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. ASU No. 2016-18 is effective for public business entities for fiscal years beginning after December 15, 2017. The Company does not believe this ASU will have an impact on our results of operation, cash flows, other than presentation, or financial condition.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.
EURASIA ENERGY LIMITED
Notes to Financial Statements
(Expressed in U.S. Dollars)
December 31, 2017
Note 4 - Equity
Authorized: 100,000,000 common shares, par value $0.001
(a) Common Stock
No common stock was issued during the years ended December 31, 2017, 2016 and 2015.
(b) Warrants
The Company did not have any outstanding share purchase warrants at December 31, 2017, 2016 and 2015.
During the years ended December 31, 2017 and 2016, the Company did not have any share purchase warrants issued, cancelled or exercised.
(c) Stock Options
The Company has adopted a stock option plan (the “Plan”) to grant options to directors, officers, employees, and consultants. Under the Plan, the Company may grant options to acquire up to 3,000,000 common shares of the Company. The exercise price of each option will not be less than the fair market value price of the Company’s stock on the date of grant. The Plan is administered by the Board of Directors.
The movement of options is summarized as follows:
| | | | | Weighted | |
| | | | | average | |
| | Number | | | exercise | |
| | of options | | | price | |
| | | | | | |
Balance, December 31, 2015 | | | 5,050,000 | | | $ | 0.05 | |
Expired | | | (2,500,000 | ) | | | 0.05 | |
Balance, December 31, 2016 | | | 2,550,000 | | | | 0.05 | |
Expired | | | (2,550,000 | ) | | | 0.05 | |
Balance, December 31, 2017 | | | - | | | | | |
EURASIA ENERGY LIMITED
Notes to Financial Statements
(Expressed in U.S. Dollars)
December 31, 2017
Note 4 - Equity - Continued
(c) Stock Options - Continued
There were 2,550,000 stock options at an exercise price of $0.05 each expired unexercised on April 2, 2017.
At December 31, 2017, there was no outstanding stock options.
Note 5 - Related Party Transactions
During the year ended December 31, 2017, the Company paid corporate and administrative service charges of $nil (2016: $3,581; 2015: $9,364) to a law firm of which a director of the Company is the owner.
As of December 31, 2017, the Company had an amount of $1,450 (December 31, 2016: $nil; December 31, 2015: $124) owing to a law firm of which a director of the Company is the owner.
Note 6 - Income Taxes
The Company was liable for taxes in the United States until it completed its continuation from the State of Nevada, U.S.A. to Anguilla, British West Indies since December 31, 2007. There is no income tax imposed on companies by the government of Anguilla, British West Indies.
For the years ended December 31, 2017, 2016 and 2015, the Company did not have any income for tax purposes and therefore, no tax liability or expense has been recorded in these financial statements.
For U.S. tax reporting purpose, the Company has available net operating loss carryforwards of approximately $1,338,000 for tax purposes to offset future taxable income which expires commencing 2025 through the year 2028. Pursuant to the Tax Reform Act of 1986, annual utilization of the Company’s net operating loss carryforwards may be limited if a cumulative change in ownership of more than 50% is deemed to occur within any three-year period.
The deferred tax asset associated with the tax loss carryforwards is approximately $455,000 at December 31, 2017. The Company has provided a full valuation allowance against the deferred tax asset.
EURASIA ENERGY LIMITED
Notes to Financial Statements
(Expressed in U.S. Dollars)
December 31, 2017
Note 7 - Fair Value Accounting
Fair value measurement is based on a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value which are:
Level 1 - Quoted prices that are available in active markets for identical assets or liabilities.
Level 2 - Quoted prices in active markets for similar assets that are observable.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The Company’s cash is measured at fair value using Level 1 inputs.
