Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 03, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | New Asia Energy Inc. | |
Entity Central Index Key | 1,454,510 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 41,215,297 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 92,782 | $ 574,211 |
TOTAL ASSETS | 92,782 | $ 574,211 |
Current liabilities | ||
Accounts payable | 11,491 | |
Advances from related parties | 18,015 | $ 471,283 |
TOTAL LIABILITIES | $ 29,506 | $ 471,283 |
SHAREHOLDERS' EQUITY | ||
Preferred stock, par value $.10 per share; Authorized 10,000,000 shares; issued and outstanding -0- shares. | ||
Common Stock, par value $.001 per share; Authorized 500,000,000 shares; issued and outstanding 326,965,299 and 326,965,299 shares respectively | $ 326,965 | $ 326,965 |
Capital paid in excess of par value | $ 213,919 | 213,919 |
Stock subscriptions receivable | (30,603) | |
Accumulated comprehensive income | $ 9 | 38 |
Accumulated deficit | (477,617) | (407,391) |
TOTAL SHAREHOLDERS' EQUITY | 63,276 | 102,928 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 92,782 | $ 574,211 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Stockholders equity: | ||
Preferred stock, par value | $ 0.10 | $ 0.10 |
Preferred stock, authorized shares | 10,000,000 | 10,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value | $ 0.001 | |
Common stock, authorized shares | 500,000,000 | 500,000,000 |
Common stock, issued shares | 326,965,299 | 326,965,299 |
Common stock, outstanding shares | 326,965,299 | 326,965,299 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | ||
Accounting | $ 4,725 | $ 6,197 |
Contract labor | 9,873 | |
Fees | 1,666 | |
Legal fees | 27,040 | $ 34,017 |
Office | 18,546 | $ 1,412 |
Rent | 1,770 | |
Salaries | 3,800 | |
Stock transfer fees | 1,323 | $ 816 |
Travel | 1,483 | |
Total expenses | 70,226 | $ 42,442 |
(Loss) from operations | (70,226) | (42,442) |
Net (loss) | $ (70,226) | $ (42,442) |
Basic (Loss) Per Share | $ 0 | $ (0.001) |
Net Income (Loss) | $ (70,226) | $ (42,442) |
Foreign currency translation gain | 9 | |
Comprehensive income (Loss) | $ (70,217) | $ (42,442) |
Basic (Loss) per common share | $ 0 | $ (0.001) |
Weighted Average Common Shares Outstanding | 326,965,298 | 33,998,376 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Cash Flows [Abstract] | ||
Net (Loss) | $ (70,226) | $ (42,442) |
Adjustments to reconcile decrease in net loss to cash provided by operating activities: | ||
Increase (Decrease) in accounts payable | 11,491 | 3,773 |
Cash used in operating activities | (58,735) | (38,669) |
Cash flows from financing activities: | ||
Sale of common stock | 30,603 | 17,554 |
Payments made to related parties | (468,243) | |
Advances from related parties | 14,975 | 21,115 |
Net cash provided by (used in) financing activities | (422,665) | $ 38,669 |
Net decrease in cash | (481,400) | |
Loss on foreign currency translation | (25) | |
Cash at beginning of period | 574,211 | |
Cash at end of period | $ 92,782 | |
Supplemental disclosure information: | ||
Cash paid for taxes | ||
Interest paid for taxes |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Organization and Summary of Significant Accounting Policies | 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 originally formed to develop and market music based on technology solutions. In February 2015, the Company underwent a change in control as a result of 76% of the then issued and outstanding shares of common stock of the Company being acquired by Rock Capital Limited (wholly owned by Lin Kok Peng, Ph.D.) and management adopting a new business plan based on the development of a "Pure Play" Renewable/Alternative/Distributed Energy Technology Solutions and Wastes to Resources and Energy platforms. On December 31, 2015, the Company went through a change of control in ownership (but not a change of control in management) 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, representing 51.38% of the issued and outstanding common stock of the Company), Platinum Starlight HK Limited (15,176,877 shares), Beijing Run Zheng Da Technology Development Limited (27,297,224 shares), Million Leader HK Limited (27,297,224 shares), and Jun Wei Kang Biotechnology Ltd ("JWK") (10,000,000 shares) and (ii) Rock Capital Limited sold 14,250,000 of its 31,328,700 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. Current management consists of Lin Kok Peng, PhD, who serves as the Company's Chief Executive Officer, Chief Financial Officer, and Chairman of the Board as well as a director, Jose Capote, who serves as the Company's Chief Technical Officer and Secretary, and Allister Lim Wee Sing, who serves as a director of the Company. Pursuant to a Memorandum of Understanding ("MOU") dated November 20, 2015, between the Company and JWK, which is a company registered in the People's Republic of China and listed on the Shanghai Equity Exchange under the symbol "SEEQ:206322", the parties agreed to evaluate the potential for the Company to (i) develop, install and operate renewable energy facilities at JWK's cultivation, production and R&D facilities in Jilin Province, China, and (ii) supply renewable energy to JWK's facilities under "take-or-pay," Build-Own-Operate or Build-Own-Operate-and Transfer contractual vehicles, in order to reduce the carbon footprint of the JWK facilities, offset the use of fossil fuels and potentially provide some cost savings to JWK. JWK owns and operates extensive facilities for the cultivation, harvesting, processing, production, distribution and sale of value-added ginseng and other related products that enhance and promote healthy living. JWK has over 5,000 square meters of office and laboratory space and research and development facilities, processing and production plants and over 50 retail stores located throughout China. Jilin Province provides over 85% of the Ginseng raw feedstocks produced in China and 70% of the ginseng raw feedstocks produced world-wide and JWK is a leading provider of Ginseng value-added products in Jilin Province and throughout China. Through its cultivation, harvesting and processing activities, JWK has access to agricultural wastes and other by-products of production that are expected to be excellent sources of feedstock for these renewable energy facilities. The Company is currently evaluating the potential for the development of these projects. |
Summary Significant Accounting
Summary Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary Significant Accounting Policies | Note 2 - Summary Significant Accounting Policies This summary of significant accounting policies is presented to assist the reader in understanding the Company's financial statements. The consolidated financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. UNAUDITED FINANCIAL INFORMATION The interim unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted 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, 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 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 EQUIVALENT For the Balance Sheets and Statements of Cash Flows, all highly liquid investments with maturity of 90 days or less are considered to be cash equivalents. The Company had a cash balance of $92,782 at March 31, 2016 and $574,211 as of December 31, 2015. At times such cash balances may be in excess of the FDIC limit of $250,000. As of March 31, 2016 and December 31, 2015, there is no cash equivalent. EARNINGS PER SHARE The Company has adopted the Financial Accounting Standards Board (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. There were no potentially dilutive instruments outstanding during the interim period ended March 31, 2016 or the year ended December 31, 2015. 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. FOREIGN CURRENCY The Company headquarters is located in Singapore and the Company has operations in Singapore, however the functional and reporting currency is in U.S. dollars. Due to the functional and reporting currency both being in U.S. dollars, ASC 830-10-45-17 states that a currency translation is not necessary. CONCENTRATION OF CREDIT RISKS Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, notes receivables, deposits, and trade receivables. The Company places its cash equivalents with high credit quality financial institutions. As of December 31, 2015 and 2014 there were no trade receivables. FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS The Company applies the provisions of accounting guidance, FASB Topic ASC 825, Financial Instruments The Company defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Level 1 Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. RELATED PARTIES A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. REVENUE RECOGNITION The Company is focused on the development of a "Pure Play" Renewable/Alternative/Distributed Energy Technology Solutions and Wastes to Resources and Energy platforms. The Company does not expect to generate revenues until projects under development are realized. Once completed, revenues would be recognized as projects accrue revenues from tipping fees and/or the sale of renewable energy. GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses consisted of professional service fees, rent and utility expenses, meals, travel and entertainment expenses, and other general and administrative overhead costs. Expenses are recognized when incurred. BASIC AND DILUTED NET (LOSS) PER SHARE The Company computes loss per share in accordance with ASC 260, Earnings per Share. Basic net income (loss) per share is calculated by dividing net (loss) by the weighted-average common shares outstanding. Diluted net income per share is calculated by dividing net income by the weighted-average common shares outstanding during the period using the treasury stock method or the two-class method, whichever is more dilutive. As the Company incurred net losses for the three-month period ended March 31, 2016 and the year ended December 31, 2015 no potentially dilutive securities were included in the calculation of diluted earnings per share as the impact would have been anti-dilutive. Therefore, basic and dilutive net (loss) per share were the same as of March 31, 2016 and December 31, 2015. GOING CONCERN The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of approximately $477,617 and $407,391 for the three-month period ended March 31, 2016 and the year ended December 31, 2015 respectively, and Shareholders' Equity of approximately $63,276 and $102,928 at March 31, 2016 and December 31, 2015 respectively. These matters, among others, raise substantial doubt about our ability to continue as a going concern. While the Company's cash position may not be significant enough to support the Company's daily operations, Management intends to raise additional funds by way of equity and/or debt financing to fund operations. OFFICER COMPENSATION No officer or director has received any compensation from the Company, except for Mr. Capote who received $4,500 and $-0- through March 31, 2016 and 2015 respectively. Aside from the retainer paid to Mr. Capote, it is not anticipated that any officer or director will receive compensation from the Company other than reimbursement for out-of-pocket expenses incurred on behalf of the Company. LEGAL FEES During the three-month period ended March 31, 2016 and 2015 legal fees were incurred largely as a result of services provided to the Company to assist with its regulatory requirements with the Securities and Exchange Commission. |
Impact of New Accounting Standa
Impact of New Accounting Standards | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Impact of New Accounting Standards | Note 3 Impact of New Accounting Standards In June 2014 FASB issued Accounting Standards Update (ASU), ASU 2014-10 regarding development stage entities. The ASU removes the definition of development stage entity, as was previously defined under generally accepted accounting principles in the United States (U.S. GAAP), from the accounting standards codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the ASU eliminates the requirements for development stage entities to (i) present inception-to-date information in the statement of income, cash flow and stockholders' equity, (ii) label the financial statements as those of a development stage entity, (iii) disclose a description of the development stage activities in which the entity is engaged, and (iv) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The Company has chosen to adopt the ASU early for the Company's financial statements as of December 31, 2014. The adoption of this pronouncement impacted the Company by eliminating the requirement to report inception to date financial information previously required. In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. ASU 2014-09 will be effective for the Company beginning in its first quarter of 2017. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently evaluating the impact of adopting the new revenue standard on its financial statements. In August 2014, FASB issued guidance that requires management to evaluate whether there are conditions or events that raise substantial doubt about an entity's ability to continue as a going concern. If such conditions or events exist, disclosures are required that enable users of the financial statements to understand the nature of the conditions or events, management's evaluation of the circumstances and management's plans to mitigate the conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. The Company will be required to perform an annual assessment of its ability to continue as a going concern when this standard becomes effective on January 1, 2017. The adoption of this guidance is not expected to impact our financial position, results of operations or cash flows. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Capital Stock | Note 4 Capital Stock The Company's Articles of Incorporation, as amended, currently authorize the issuance of 500,000,000 shares of common stock, par value of $0.001 per share ("Common Stock"), and 10,000,000 shares of preferred stock, par value of $0.10 per share ("Preferred Stock"), to have such classes and preferences as the Board of Directors may determine from time to time. As of December 31, 2015 and March 31, 2016, we had 326,965,299 shares of our Common Stock issued and outstanding. As of December 31, 2015 and March 31, 2016, we had no shares of our Preferred Stock issued and outstanding. At formation, the Company authorized to issue 50,000,000 shares of $.001 par value common stock. 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 per share. 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 per share, to two hundred fifty million (250,000,000) shares, par value $0.001 per share; and (b) a 9-for-1 forward stock split ("Forward Split") of the issued and outstanding shares of Common Stock of the Company. 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. 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 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 December 31, 2015, the Company went through a change of control in 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. From January 1, 2016 through March 31, 2016, the Company did not issue any Common Stock or Preferred Stock. |
Related Party Activity
Related Party Activity | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Related Party Activity | Note 5 - Related Party Activity The Company has paid Mr. Capote consulting fees for acting in the capacity as Secretary and CTO of the Company in the amount of $ 4,500 and $0 for the periods ended March 31, 2016 and March 31, 2015, respectively. 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. 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 5 Subsequent Events On July 7th, 2015, the company filed the final Form 14C with the US Securities and Exchange Commission. On July 23, 2015, High Desert Assets, Inc., a Colorado corporation (the "Company"), filed Articles of Amendment to its Articles of Incorporation with the Colorado Secretary of State to change in the name of the Company from High Desert Assets, Inc. to New Asia Energy, Inc. (the "Name Change"), and to increase of 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 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", 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 HDAI, but beginning August 11, 2015, the Company's common stock will begin trading under the symbol NAEI. |
Organization and Summary of S12
Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
ORGANIZATION AND BASIS OF PRESENTATION | 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 originally formed to develop and market music based on technology solutions. In February 2015, the Company underwent a change in control as a result of 76% of the then issued and outstanding shares of common stock of the Company being acquired by Rock Capital Limited (wholly owned by Lin Kok Peng, Ph.D.) and management adopting a new business plan based on the development of a "Pure Play" Renewable/Alternative/Distributed Energy Technology Solutions and Wastes to Resources and Energy platforms. On December 31, 2015, the Company went through a change of control in ownership (but not a change of control in management) 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, representing 51.38% of the issued and outstanding common stock of the Company), Platinum Starlight HK Limited (15,176,877 shares), Beijing Run Zheng Da Technology Development Limited (27,297,224 shares), Million Leader HK Limited (27,297,224 shares), and Jun Wei Kang Biotechnology Ltd ("JWK") (10,000,000 shares) and (ii) Rock Capital Limited sold 14,250,000 of its 31,328,700 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. Current management consists of Lin Kok Peng, PhD, who serves as the Company's Chief Executive Officer, Chief Financial Officer, and Chairman of the Board as well as a director, Jose Capote, who serves as the Company's Chief Technical Officer and Secretary, and Allister Lim Wee Sing, who serves as a director of the Company. Pursuant to a Memorandum of Understanding ("MOU") dated November 20, 2015, between the Company and JWK, which is a company registered in the People's Republic of China and listed on the Shanghai Equity Exchange under the symbol "SEEQ:206322", the parties agreed to evaluate the potential for the Company to (i) develop, install and operate renewable energy facilities at JWK's cultivation, production and R&D facilities in Jilin Province, China, and (ii) supply renewable energy to JWK's facilities under "take-or-pay," Build-Own-Operate or Build-Own-Operate-and Transfer contractual vehicles, in order to reduce the carbon footprint of the JWK facilities, offset the use of fossil fuels and potentially provide some cost savings to JWK. JWK owns and operates extensive facilities for the cultivation, harvesting, processing, production, distribution and sale of value-added ginseng and other related products that enhance and promote healthy living. JWK has over 5,000 square meters of office and laboratory space and research and development facilities, processing and production plants and over 50 retail stores located throughout China. Jilin Province provides over 85% of the Ginseng raw feedstocks produced in China and 70% of the ginseng raw feedstocks produced world-wide and JWK is a leading provider of Ginseng value-added products in Jilin Province and throughout China. Through its cultivation, harvesting and processing activities, JWK has access to agricultural wastes and other by-products of production that are expected to be excellent sources of feedstock for these renewable energy facilities. The Company is currently evaluating the potential for the development of these projects. |
Summary Significant Accountin13
Summary Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
UNAUDITED FINANCIAL INFORMATION | UNAUDITED FINANCIAL INFORMATION The interim unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted 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, 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 | USE OF ESTIMATES The preparation of 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 EQUIVALENT | CASH AND CASH EQUIVALENT For the Balance Sheets and Statements of Cash Flows, all highly liquid investments with maturity of 90 days or less are considered to be cash equivalents. The Company had a cash balance of $92,782 at March 31, 2016 and $574,211 as of December 31, 2015. At times such cash balances may be in excess of the FDIC limit of $250,000. As of March 31, 2016 and December 31, 2015, there is no cash equivalent. |
EARNINGS PER SHARE | EARNINGS PER SHARE The Company has adopted the Financial Accounting Standards Board (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. There were no potentially dilutive instruments outstanding during the interim period ended March 31, 2016 or the year ended December 31, 2015. |
INCOME TAXES | 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. |
FOREIGN CURRENCY | FOREIGN CURRENCY The Company headquarters is located in Singapore and the Company has operations in Singapore, however the functional and reporting currency is in U.S. dollars. Due to the functional and reporting currency both being in U.S. dollars, ASC 830-10-45-17 states that a currency translation is not necessary. |
CONCENTRATION OF CREDIT RISKS | CONCENTRATION OF CREDIT RISKS Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, notes receivables, deposits, and trade receivables. The Company places its cash equivalents with high credit quality financial institutions. As of December 31, 2015 and 2014 there were no trade receivables. |
FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS The Company applies the provisions of accounting guidance, FASB Topic ASC 825, Financial Instruments The Company defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Level 1 Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. |
RELATED PARTIES | RELATED PARTIES A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. |
REVENUE RECOGNITION | REVENUE RECOGNITION The Company is focused on the development of a "Pure Play" Renewable/Alternative/Distributed Energy Technology Solutions and Wastes to Resources and Energy platforms. The Company does not expect to generate revenues until projects under development are realized. Once completed, revenues would be recognized as projects accrue revenues from tipping fees and/or the sale of renewable energy. |
GENERAL AND ADMINISTRATIVE EXPENSES | GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses consisted of professional service fees, rent and utility expenses, meals, travel and entertainment expenses, and other general and administrative overhead costs. Expenses are recognized when incurred. |
BASIC AND DILUTED NET (LOSS) PER SHARE | BASIC AND DILUTED NET (LOSS) PER SHARE The Company computes loss per share in accordance with ASC 260, Earnings per Share. Basic net income (loss) per share is calculated by dividing net (loss) by the weighted-average common shares outstanding. Diluted net income per share is calculated by dividing net income by the weighted-average common shares outstanding during the period using the treasury stock method or the two-class method, whichever is more dilutive. As the Company incurred net losses for the three-month period ended March 31, 2016 and the year ended December 31, 2015 no potentially dilutive securities were included in the calculation of diluted earnings per share as the impact would have been anti-dilutive. Therefore, basic and dilutive net (loss) per share were the same as of March 31, 2016 and December 31, 2015. |
OFFICER COMPENSATION | OFFICER COMPENSATION No officer or director has received any compensation from the Company, except for Mr. Capote who received $4,500 and $-0- through March 31, 2016 and 2015 respectively. Aside from the retainer paid to Mr. Capote, it is not anticipated that any officer or director will receive compensation from the Company other than reimbursement for out-of-pocket expenses incurred on behalf of the Company. |
LEGAL FEES | LEGAL FEES During the three-month period ended March 31, 2016 and 2015 legal fees were incurred largely as a result of services provided to the Company to assist with its regulatory requirements with the Securities and Exchange Commission. |
Capital Stock (Details)
Capital Stock (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2015 | Mar. 31, 2016 | Jul. 23, 2015 | Dec. 31, 2014 | |
Capital Stock Details | ||||
Increase in number of shares | 250,000,000 | 250,000,000 | ||
Par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Forward stock split | 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. | |||
Preferred stock, par value | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 |
Preferred stock, authorized shares | 10,000,000 | 10,000,000 | 10,000,000 |
Related Party Activity (Details
Related Party Activity (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Notes to Financial Statements | |||
Due To Related Party | $ 18,015 | $ 471,283 | |
Advances from related party | 14,975 | $ 21,115 | |
Amount company repaid to the principle controlling shareholder | $ 468,243 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 | Jul. 23, 2015 | Dec. 31, 2014 |
Subsequent Events [Abstract] | ||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Original number of common shares | 250,000,000 | |||
Common stock increase in shares | 500,000,000 | |||
Par value of Preferred shares | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 |
Original number of Preferred shares | 1,000,000 | |||
Preferred stock increase in shares | 10,000,000 |