SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended
November 30, 2015
[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 000-54171
NEW ASIA ENERGY INC.
(formerly High Desert Assets Inc)
(Exact Name of Small Business Issuer as specified in its charter)
Colorado | 26-1381565 |
| (State or other jurisdiction | (IRS Employer File Number) |
33 Ubi Avenue 3 07-57 Vertex Tower A Singapore | 408868 |
| (Address of principal executive offices) | (Zip code) |
+65-6702-3808 (Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(Section 232.405 of this chapter) during the preceding 12 months(or such shorter period that the registrant was required to submit and post such files. Yes ☐ No ☑
Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "small reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☐ (Do not check if a smaller reporting company) | Smaller reporting company ☑ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☑
As of October 30, 2015, the Company had 41,215,297 shares of common stock issued and outstanding.
FORM 10-Q
NEW ASIA ENERGY INC
(Formerly, HIGH DESERT ASSSETS)
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION | |
| Item 1. Financial Statements for the period ended September 30, 2015 | |
| Condensed Balance Sheets as of September 30, 2015 (Unaudited) and December 31, 2014 | 3 |
| Condensed Statements of Operations for the Three and Nine Months ended September 30, 2015 and 2014 (Unaudited) | 4 |
| Condensed Statements of Cash Flows for the Nine Months ended September 30, 2015 and 2014 (Unaudited) | 5 |
| Notes to (Unaudited) Condensed Financial Statements | 6 |
| Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 11 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 13 |
| Item 4. Controls and Procedures | 13 |
| PART II OTHER INFORMATION | |
| Item 1. Legal Proceedings | 14 |
| Item 1A. Risk Factors | 14 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 14 |
| Item 3. Defaults Upon Senior Securities | 14 |
| Item 4. Mine Safety Disclosures | 14 |
| Item 5. Other Information | 14 |
| Item 6. Exhibits | 15 |
| Signatures | 16 |
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PART I FINANCIAL INFORMATION
References in this document to "us," "we," or "Company" refer to NEW ASIA ENERGY INC (formerly HIGH DESERT ASSETS, INC.)
ITEM 1. FINANCIAL STATEMENTS
| New Asia Energy, Inc. (formerly High Desert Assets Inc) |
| Condensed Balance Sheets |
| ASSETS | ||||||||
| September 30, | December 31, | |||||||
| 2015 | 2014 | |||||||
| (Unaudited) | ||||||||
| Current Assets | ||||||||
| Cash | $ | 342,463 | $ | - | ||||
| TOTAL ASSETS | $ | 342,463 | $ | - | ||||
| LIABILITIES AND SHAREHOLDERS' DEFICIT | ||||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 1,502 | $ | 18,022 | ||||
| Advances from related party | 471,283 | 3,040 | ||||||
| TOTAL LIABILITIES | 472,785 | 21,062 | ||||||
| SHAREHOLDERS' DEFICIT | ||||||||
| Preferred stock, par value $.10 per share; Authorized | ||||||||
| 10,000,000 shares; none issued and outstanding. | - | - | ||||||
Common Stock, par value $.001 per share; Authorized 500,000,000 shares as of September 30, 2015 and December 31, 2014; issued and outstanding 41,215,297 and 23,660,665 shares, respectively. | ||||||||
| 41,215 | 23,661 | |||||||
| Capital in excess of par value | 199,632 | 193,226 | ||||||
| Accumulated Deficit | (371,169 | ) | (237,949 | ) | ||||
| TOTAL SHAREHOLDERS' DEFICIT | (130,322 | ) | (21,062 | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | 342,463 | $ | - | |||||
The accompanying notes are an integral part of these condensed unaudited financial statements
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NEW ASIA ENERGY INC (formerly HIGH DESERT ASSSETS, INC).
STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months | Three Months | Nine Months | Nine Months | |||||||||||||
| Ended | Ended | Ended | Ended | |||||||||||||
| September 30, | September 30, | September 30, | September 30, | |||||||||||||
| 2015 | 2014 | 2015 | 2014 | |||||||||||||
| Revenue: | $ | - | $ | - | $ | - | $ | - | ||||||||
| General & Administrative Expense | 36,029 | 5,265 | 141,765 | 21,365 | ||||||||||||
| Loss from operations | (36,029 | ) | (5,265 | ) | (141,765 | ) | (21,365 | ) | ||||||||
| Other Income (expenses) | ||||||||||||||||
| Debt release | - | - | 10,000 | 664 | ||||||||||||
| Interest expense | - | - | - | (1,552 | ) | |||||||||||
| (Loss) from foreign exchange transactions | (1455 | ) | (1455 | ) | ||||||||||||
| Total other income (expenses), net | (1455 | ) | - | 8,545 | (888 | ) | ||||||||||
| Net (Loss) | $ | (37,484 | ) | $ | (5,265 | ) | $ | (133,220 | ) | $ | (22,253 | ) | ||||
| Not loss per share – basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
| Weighted Average Common Shares – | ||||||||||||||||
| basic and diluted | 41,215,297 | 207,400,500 | 38,836,092 | 207,400,500 | ||||||||||||
| Basic (Loss) per common share | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||
| Weighted Average Common Shares Outstanding | 41,215,297 | 207,400,500 | 38,836,092 | 207,400,500 | ||||||||||||
The accompanying notes are an integral part of these condensed unaudited financial statements
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NEW ASIA ENERGY INC (formerly HIGH DESERT ASSSETS, INC.)
STATEMENTS OF CASH FLOWS
| Unaudited | Unaudited | |||||||
| Nine Month | Nine Month | |||||||
| Period Ended | Period Ended | |||||||
| September 30, | September 30, | |||||||
| 2015 | 2014 | |||||||
| Operating activities: | ||||||||
| Net (Loss) | $ | (131,765 | ) | $ | (22,253 | ) | ||
| Adjustments to reconcile net assets to cash flow | ||||||||
| used in operating activities: | ||||||||
| Expenses paid by shareholder | 6,406 | - | ||||||
| Gain on settlement of debt | - | (664 | ) | |||||
| Increase (Decrease) in accounts payable | (16,520 | ) | 20,037 | |||||
| Increase in interest payable | - | 1,552 | ||||||
| Cash used in operating activities | (141,879 | ) | - | |||||
| Financing Activities: | ||||||||
| Common stock proceed | 17,554 | |||||||
| Advances from related parties | 468,243 | - | ||||||
| Net cash provided from financing activities | 485,797 | - | ||||||
| Effect of exchange rate on cash | (1,455 | ) | ||||||
| Net increase in cash | 342,463 | - | ||||||
| Cash at beginning of period | - | 539 | ||||||
| Cash at end of period | $ | 342,463 | $ | 539 | ||||
| Supplemental disclosure information: | ||||||||
| Cash paid for taxes | $ | - | $ | - | ||||
| Interest paid for taxes | $ | - | $ | |||||
The accompanying notes are an integral part of these condensed unaudited financial statements
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NEW ASIA ENERGY INC (formerly HIGH DESERT ASSSETS, INC.)
NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS
Note 1 - Organization and Summary of Significant Accounting Policies
ORGANIZATION AND BASIS OF PRESENTATION
New Asia Energy Inc (formerly known as High Desert Assets, Inc. and previously known as Univest Tech, Inc.) (the "Company"), was incorporated in the State of Colorado on November 6, 2007. The Company was formed to develop and market music based on technology solutions. The Company may also engage in any business that is permitted by law, as designated by the board of directors of the Company.
On February 6, 2015 (the "Closing Date"), the Company entered into Stock Purchase Agreements (the "Agreement") with two U.S. accredited investors, Scott C. Kline and Jose A. Capote, the Secretary and Chief Technical Officer of the Company, respectively, and two foreign investors, including Rock Capital Limited, the new majority owner of the Company, pursuant to which the Company issued an aggregate of 17,554,672 shares of common stock, or approximately 42.7% of the issued and outstanding common stock of the Company, at an aggregate purchase price of approximately $17,554. The sales of Common Stock were made following the acquisition by Rock Capital Limited.
On the Closing Date, Rock Capital Limited acquired 14,250,000 shares of Common Stock of the Company, representing approximately 34.7% of the issued and outstanding shares of Common Stock of the Company as of the Closing Date, from Jaitegh Singh, the previous majority shareholder of the Company. At the Closing Date, Rock Capital Limited also acquired an additional 1,810,125 shares of Common Stock from several minority holders, including Loro Verde Investments, representing approximately 4% of the issued and outstanding shares of Common Stock of the Company. As a result of the foregoing, as of the Closing Date, Rock Capital Limited acquired Common Stock representing approximately 77% of the issued and outstanding shares of Common Stock of the Company.
In addition, on the Closing Date, Alan Smith, the sole officer and Director of the Company, submitted his resignation from all executive officer positions with the Company, including Chief Executive Officer and President, effective immediately, and as a member of the Board, which resignation shall become effective on the 10th day following the mailing of this information statement to the stockholders of the Company (the "Effective Date"). On the Closing Date, Lin Kok Peng, Ph.D. was appointed as Chief Executive Officer, Chief Financial Officer and Chairman of the Board, Jose A. Capote was appointed Chief Technical Officer (CTO), and Scott C. Kline was appointed as Secretary. Allister Lim Wee Sing was appointed a member of the Board.
The board of directors and shareholders holding a majority of the common stock of the Company approved the transactions described herein.
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NEW ASIA ENERGY INC (formerly HIGH DESERT ASSSETS, INC.)
NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS
Note 1 - Organization and Summary of Significant Accounting Policies (continued)
UNAUDITED FINANCIAL INFORMATION
The interim unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for interim financial information and with the instructions to Securities and Exchange Commission ("SEC") Form 10-Q and Article 8 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments of a normal recurring nature and considered necessary for a fair presentation of its financial condition and results of operations for the interim periods presented in this Quarterly Report on Form 10-Q have been included. Operating results for the interim periods are not necessarily indicative of financial results for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 filed with SEC on April 15, 2015. In preparing these financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
USE OF ESTIMATES
The preparation of the condensed financial statements in conformity with generally accepted accounting principles 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. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, deposits with banks, and investments that are highly liquid and have maturities of three months or less at the date of purchase. The Company has no cash equivalents as of September 30, 2015 and December 31, 2014.
BASIC EARNINGS PER SHARE
The Company has adopted the FASB ASC Topic 260 regarding earnings / loss per share, which provides for calculation of "basic" and "diluted" earnings / loss per share. Basic earnings / loss per share includes no dilution and is computed by dividing net income / loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings / loss per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings / loss per share.
INCOME TAXES
The Company follows the asset and liability method of accounting for deferred income taxes. The asset and liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between financial accounting and tax bases of assets and liabilities. The Company accounts for income taxes pursuant to ASC 740. There was no increase in liabilities for unrecognized tax benefits as a result of this implementation.
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NEW ASIA ENERGY INC (formerly HIGH DESERT ASSSETS, INC.)
NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS
Note 1 - Organization and Summary of Significant Accounting Policies (continued)
GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Since inception, the Company has had recurring operating losses and negative operating cash flows. Subsequent to the Change in Control that occurred on February 6, 2015, and as reported in the Company SEC filings, the Company's operating expenses have been covered through advances from its principal shareholder, Rock Capital Limited. Rock Capital Limited is owned and controlled by the Company's Chairman and CEO, Dr. Lin Kok Peng. In addition to the operating expenses, the Company is currently finalizing a strategic acquisition of advanced energy technologies and renewable/alternative energy projects. These strategic acquisitions are expected to be funded through a combination of cash and stock. Near-term cash requirements are and will be met by NAEI's principal shareholder, Rock Capital Limited and Lin Kok Peng.
The Company's continuation as a going concern is dependent on its ability to obtain additional financing to fund operations, implement its business model, and ultimately, to attain profitable operations. The Company will need to secure additional funds through various means, including an acquisition, equity and debt financing or any similar financing. There can be no assurance that the Company will be able to obtain additional debt or equity financing, if and when needed, on terms acceptable to the Company, or at all. Any additional equity or debt financing may involve substantial dilution to the Company's stockholders, restrictive covenants or high interest costs. The Company's long-term liquidity also depends upon its ability to generate revenues and achieve profitability.
The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 2 – Recently Issued Accounting Pronouncements
RECENTLY ISSUED ACCOUNTING PRONUNCEMENTS
The Company has evaluated recent pronouncements through Accounting Standards Updates ("ASU") 2015-11 and believe that none of them will have a material impact on the Company's financial position, results of operation.
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NEW ASIA ENERGY INC (formerly HIGH DESERT ASSSETS, INC.)
NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS
Note 3 – Capital Stock
At formation, the Company authorized to issue 50,000,000 shares of $.001 par value common stock.
On May 13, 2014, the Company's Board of Directors, receiving the majority vote of the Company's shareholders and, approved: (a) an increase in the aggregate number of authorized shares of Common Stock of the Company from fifty million (50,000,000) shares, par value $0.001, to two hundred fifty million (250,000,000) shares, par value $0.001; and (b) a 9-for-1 forward stock split ("Forward Split") of the issued and outstanding shares of Common Stock of the Company. As a result of the Forward Split, the current 23,044,500 issued and outstanding shares of Common Stock shall represent 207,400,500 post Forward Split shares; any and all fractional shares resulting from the Forward Split shall be rounded up to the next whole share.
On May 13, 2014, the Company, filed Articles of Amendment to its Articles of Incorporation with the Secretary of State of Colorado to increase the authorized number of shares of Common Stock from fifty million (50,000,000) shares, par value $0.001, to two hundred fifty million (250,000,000) shares, par value $0.001.
On May 16, 2014, FINRA approved the Forward Split, to take effect on May 20, 2014. The accompanying financial statements have been updated to reflect the effects of the Forward Split.
On April 10, 2014, the Company had a change in ownership resulting in the outstanding accounts payable, notes payable, and interest payable being paid by a shareholder. On October 21, 2014, Jaitegh Singh, the Company's previous President, Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer and the controlling shareholder of the Company ("Mr. Singh") cancelled and returned to treasury an aggregate of 183,739,875 shares of the Company's common stock beneficially owned by Mr. Singh (the "Cancellation") pursuant to the terms of an agreement with the Company's current President, Derrick Mains. Following the Cancellation of the 183,739,875 common shares, there were a total of 23,660,625 common shares of the Company outstanding.
The Company authorized 1,000,000 shares of $.10 par value, preferred stock, to have such preferences as the Directors of the Company may assign from time to time. No preferred stock is either issued or outstanding as of September 30, 2015 and 2014.
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NEW ASIA ENERGY INC (formerly HIGH DESERT ASSSETS, INC.)
NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS
Note 3 – Capital Stock (continued)
The board of directors and shareholders holding a majority of the common stock of the Company approved the transactions described herein.
On June 26, 2015, the Company filed an Information Statement ("The PRE 14C") with the Securities and Exchange Commission ("SEC"), pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), notifying the holders of common stock, par value $0.001 per share, of the Company that on June 26, 2015, the Company received a written consent of shareholders holding in aggregate more than a majority of the total voting power of all issued and outstanding capital stock of the Company in lieu of a meeting of the shareholders, authorizing the following:
| · | Changing the name of the Company from High Desert Assets, Inc. to New Asia Energy Inc.; and |
| · | Increasing the Company's authorized common stock, par value $0.001 per share, from 250,000,000 shares to 500,000,000 shares and to increase of the Company's authorized preferred stock, par value $0.10 per share, from 1,000,000 shares to 10,000,000 shares (the "Preferred Stock Increase"). |
On July 7, 2015, the company filed the final Form 14C with the SEC.
On July 23, 2015, the Company filed Articles of Amendment to its Articles of Incorporation with the Colorado Secretary of State to (i) change the name of the Company from High Desert Assets, Inc. to New Asia Energy, Inc. (the "Name Change"), (ii) increase the Company's authorized common stock, par value $0.001 per share, from 250,000,000 shares to 500,000,000 shares (the "Common Stock Increase"), and (iii) increase the Company's authorized preferred stock, par value $0.10 per share, from 1,000,000 shares to 10,000,000 shares (the "Preferred Stock Increase", together with the Common Stock Increase and Name Change, the "Corporate Actions"). On July 29, 2015, the Financial Industry Regulatory Authority (FINRA) approved the Corporate Actions. The Company's stock is quoted on the OTCQB under the ticker symbol NAEI.
On August 19, 2015, the Board of Directors of the Company approved a resolution acknowledging that Rock Capital Limited, the principal controlling shareholder of NAEI, (i) had been advancing all the funds to the Company since February 6, 2015 to pay for operating expenses of the Company ("Prior Advances") and (ii) would be required to advance an additional $250,000 to the Company to fund further operating expenses and investments of the Company ("Future Advances", and together with Prior Advances, "Advances"). The Board further resolved that these Advances would constitute an interest-free loan to the Company to be repaid by the close of business on October 31, 2015. However, if the Company was unable to repay these Advances by such date, Rock Capital Limited, at its sole discretion, would have the option to extend the repayment deadline or convert all or a portion of the above Advances into Common Stock at a conversion price of $0.02 per share. As of November 16, 2015, the principal shareholder, Rock Capital Ltd, had not yet acted to exercise its option to convert the Advances to shares of common stock, thus the Advances presently remain as an interest-free loan to the Company.
On September 7, 2015, Mr. Scott C. Kline ("Mr. Kline") resigned as Secretary of the Company. The resignation was not as a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. On that date, Mr. Jose A. Capote ("Mr. Capote") was appointed to serve as the Company's Secretary and remains as well as his current position as the Company's Chief Technical Officer. There is no family relationship between Mr. Capote and any of the Company's directors or officers. Mr. Capote is currently a shareholder of the Company through his 50% ownership of Earth Heat Ltd.
Note 4 - Related Party Activity
During the nine months period ended September 30, 2015, Rock Capital Limited, a related party advanced the Company $468,243. Total advances through September 30, 2015 were $471,283.
The Company has paid Mr. Capote consulting fees for acting in the capacity as Secretary and CTO of the Company in the amount of $7,500 and $0 for the periods ended September 30, 2015 and September 30, 2014, respectively .
Note 5 – Subsequent Events
As of November 16, 2015, the principal shareholder, Rock Capital Ltd, had not yet acted to exercise its option to convert the Advances (as described in Note 3 above) to shares of common stock, thus the Advances presently remain as an interest-free loan to the Company.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
The following discussion of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and notes thereto included in, Item 1 in this Quarterly Report on Form 10-Q. This item contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements.
Forward-Looking Statements
This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking. Such forward-looking statements are based on current expectations, estimates, and projections about our industry, management beliefs, and certain assumptions made by our management. Words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates", variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. However, readers should carefully review the risk factors set forth in other reports and documents that we file from time to time with the Securities and Exchange Commission, particularly the Report on Form 10-K, Form 10-Q and any Current Reports on Form 8-K.
Results of Operations
Operating expenses, which consisted solely of general and administrative expenses for the three and nine month period ended September 30, 2015 were $36,029 and $141,765, respectively. This compares with operating expenses for the three month and nine month period ended September 30, 2014 of $5,265 and $21,365, respectively. The major components of general and administrative expenses include office, rental, travel, accounting fees, consulting fees, legal and professional fees and stock transfer fees. The material increase in such expense in the third quarter of 2015 were related to increased legal and accounting fees in connection with our change in control and the subsequent implementation of our new business plans. As a result of the foregoing, we had a net loss of $36,029 and $141,765 for the three and nine month period ended September 30, 2015, respectively. This compares with a net loss for the three and nine month period ended September 30, 2014 of $5,265 and $22,253, respectively.
As of February 6, 2015, after the change in control, the Company is focused on a new Business Model. Our Business Model incorporates two synergistic and mutually aligned approaches:
| · | Commercialization and Deployment of Proven, Proprietary Technologies - including but not limited to: advanced battery and energy storage solutions; advanced solar technologies and Wastes to Biofuels; and | |
| · | Project Development to provide recurring revenue streams through the Integration of proven, state-of-the-art technologies (those owned by the Company and others brought by exclusive licensing/contractual arrangements) to undertake projects under Build-Own-Operate (BOO), Build-Own-Operate and Transfer (BOOT) and Joint Venture contractual arrangements. |
The Company's mission is to be a leader in the deployment of solutions and the implementation of projects that create and enhance sustainable living. Of the two billion people who lack access to modern energy services, 1.2 billion live in Asia. Governments in the region give high priority to supplying electricity to all households, including those living in remote rural areas that cannot be easily reached by the national grids. Local alternative/renewable/distributed energy resources can be used to supply electricity to these areas, using individual systems or independent grids. The demand for remote area electricity services, along with the growing concern for the environment and sustainable development, will continue to increase the demand for alternative energy products.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION (continued)
Furthermore, with global waste production reaching a total of 2 billion metric tons per year (over 100 million metric tons per year in ASEAN nations), there is a huge, unmet, demand for utilizing these wastes in projects that recover resources (energy, recyclables and other commercial products) and thus providing , safe and environment friendly waste disposal solutions .
The Company's business model relies on harnessing the strength of off-take and/or energy purchase agreements with marquee parties and/or multinationals to ensure the financial viability of the projects. Typically, the Company projects would provide for multiple diverse revenue streams, including waste tipping fees, revenues from the recovery of Renewable Energy and other end products (i.e. recyclables, fertilizer and biofuels).
We expect that we will need to raise additional funds to support the expansion of our new business model, including the acquisition of proprietary technologies, working capital to support the implementation of new projects, or for the acquisition of complementary businesses or technologies, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.
We expect to undertake some near-term acquisitions that would result in the generation of revenues, however, notwithstanding these developments we expect to incur operating losses through the balance of this year because we will be incurring expenses and not generating sufficient revenues. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. We expect to cover such shortfall in operating margins through advances from our principal shareholder and other fund-raising measures that the Company deems appropriate.
Liquidity and Capital Resources.
As of September 30, 2015, we had cash or cash equivalents of $342,463 and as of December 31, 2014, we had no cash or cash equivalents.
We had net cash used for operating activities of $141,879 for the nine month period ended September 30, 2015. We had no net cash used for operating activities for the nine month period ended September 30, 2014. The change resulted from our increased net loss during the period.
Cash flows from financing activities were $485,797 during the nine month period ended September 30, 2015. We had no other cash flows from financing activities for prior periods. These cash flows were all related to company operations in the implementation of our new business plan after the change in control.
Over the next twelve months we expect to use approximately $400,000 for working capital to develop operations in accordance with our new Business Model.
Our principal source of liquidity will initially be from advances provided by our principal shareholder.
Our new Business Model will provide a source of revenues from the sale and distribution of advanced, proprietary technologies and/or other sustainable living products andfrom the development of Renewable Energy Projects that will provide a diverse source of recurring revenue streams. We expect that such revenues would commence sometime in 2016.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION (continued)
Future Financings
We will continue to rely on advances from our principal shareholder as well as from other sources of financing, including Private Placements of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act").
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ITEM 4. CONTROLS AND PROCEDURES (continued)
Based on this evaluation, our principal executive and principal financial and accounting officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of September 30, 2015.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to management's reports on the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS .
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not Applicable.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
| Exhibit | ||||
| Number | Description | Filing | ||
| 3.1 | Articles of Incorporation | Filed with the SEC on May 18, 2009 as part of our Registration Statement on Form S-1. | ||
| 3.2 | Bylaws | Filed with the SEC on May 18, 2009 as part of our Registration Statement on Form S-1. | ||
| 31.1 | Certification of CEO pursuant to Sec. 302 | Filed herewith. | ||
| 31.2 | Certification of CEO pursuant to Sec. 302 | Filed herewith. | ||
| 32.1 | Certification of CEO pursuant to Sec. 906 | Filed herewith. | ||
| 32.2 | Certification of CFO pursuant to Sec. 906 | Filed herewith. | ||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith. | ||
| 101.INS | XBRL Instance Document | Filed herewith. | ||
| 101SCH | XBRL Taxonomy Extension Schema Document | Filed herewith. | ||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith. | ||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | Filed herewith. | ||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith. | ||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith. | ||
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on November 16, 2015.
| NEW ASIA ENERGY INC (formerly HIGH DESERT ASSSETS, INC.) | |||
| By: | /s/ Lin Kok Peng | ||
| Lin Kok Peng | |||
Chief Executive Officer, Chief Financial Officer, Treasurer and Director | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated
| Date: November 16, 2015 | By: | /s/ Lin Kok Peng |
| Lin Kok Peng | ||
| Director |
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