Capital Stock | Note 3 Capital Stock At formation, the Company was authorized to issue 50,000,000 shares of $.001 par value common stock. 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 May 13, 2014, the Company's Board of Directors, receiving the majority vote of the Company's shareholders, approved of: (a) increasing 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 per share; (b) establishing a new class of shares by authorizing 1,000,000 shares of preferred stock, par value $0.10 per share ("Preferred Stock"), to have such preferences as the Directors of the Company may assign from time to time; and (c) 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-then 23,044,500 issued and outstanding shares of Common Stock represented 207,400,500 post Forward Split shares, while fractional shares resulting from the Forward Split were 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 per share, to two hundred fifty million (250,000,000) shares, par value $0.001 per share, and to authorize 1,000,000 shares of preferred stock, par value $0.10 per share, to have such preferences as the Directors of the Company may assign from time to time. 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 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. 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 17,446,673 shares of common stock, or approximately 42.3% of the issued and outstanding common stock of the Company, at an aggregate purchase price of approximately $17,446. The sales of Common Stock were made following the acquisition by Rock Capital Limited. On 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 1,565,450 shares of Common Stock from several minority holders, including Loro Verde Investments, representing approximately 3.8% of the issued and outstanding shares of Common Stock of the Company. As a result of the foregoing, as of the Closing Date, Rock Capital Limited acquired Common Stock representing approximately 76% of the issued and outstanding shares of Common Stock of the Company. 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 the Company, (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 December 31, 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 remained as an interest-free loan to the Company. In a letter dated January 8, 2016, Rock Capital Ltd requested repayment of the advances made to date and on January 31, 2016, the Company issued a letter to Rock Capital Ltd confirming its agreement to repay the advances. On March 17th 2016, the Company repaid a total of $ 468,243 to Rock Capital Ltd. On December 31, 2015, the Company went through a change of control of ownership when (i) the Company issued under Regulation S an aggregate of 285,750,001 shares of the Company's common stock to a total of 10 accredited foreign persons in exchange for the receipt of an aggregate of $300,000, including, but not limited to, Rong Yi Rong (Beijing) Asset Management Limited (167,995,350 shares), Platinum Starlight HK Limited (15,176,877 shares), Beijing Run Zheng Technology Development Limited (27,297,224 shares), and Million Leader HK Limited (27,297,224 shares), and (ii) Rock Capital Limited sold 14,250,000 of its shares of the Company's common stock to Platinum Starlight HK Limited in exchange for the receipt of an aggregate of $100,000, altogether representing approximately 91.8% of the issued and outstanding common stock of the Company. The Company received $269,435 as of December 31, 2015. The remaining amount of $30,566 was received after the year end The board of directors and shareholders holding a majority of the common stock of the Company approved the transactions described herein. |