Cover
Cover - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Nov. 27, 2019 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2017 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2017 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | LNPR Group Inc. | |
Entity Central Index Key | 0001454510 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Public Float | $ 0 | |
Entity Common Stock, Shares Outstanding | 18,612,837 | |
Entity Incorporation state | CO | |
Entity file number | 000-54171 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash | $ 1,085 | $ 1,130 |
TOTAL ASSETS | 1,085 | 1,130 |
Current liabilities | ||
Accounts Payable/Other Payables | 178,078 | 4,000 |
Advances from related parties | 1,130 | 1,130 |
TOTAL LIABILITIES | 179,208 | 5,130 |
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, par value $.10 per share; Authorized 10,000,000 shares; issued and outstanding -0- shares. | 0 | 0 |
Common Stock, par value $.001 per share; Authorized 1,000,000,000 shares; issued and outstanding 584,508,156 and 424,508,156 shares respectively as of December 31, 2017 and 2016. | 584,508 | 424,508 |
Capital paid in excess of par value | 258,762 | 418,762 |
Stock subscriptions receivable | 0 | 0 |
Accumulated other comprehensive income | 38 | 38 |
Accumulated deficit | (1,021,431) | (847,308) |
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) | (178,123) | (4,000) |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | $ 1,085 | $ 1,130 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value | $ .10 | $ 0.10 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock shares issued | 584,508,156 | 424,508,156 |
Common stock shares outstanding | 584,508,156 | 424,508,156 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Expenses: | ||
General and Administrative | $ 174,123 | $ 239,951 |
Loss (Gain) on Debt Extinguishment | 0 | 199,966 |
Total Operating Expenses | 174,123 | 439,917 |
Net Operating Loss | (174,123) | (439,917) |
Provision for Income Tax | 0 | 0 |
Net Loss | (174,123) | (439,917) |
Foreign Currency Translation Adjustment | 0 | 0 |
Comprehensive Loss | $ (174,123) | $ (439,917) |
Net Loss Per Common Share - Basic | $ 0 | $ 0 |
Net Loss Per Common Share - Diluted | $ 0 | $ 0 |
Weighted Average Common Shares Outstanding - Basic | 472,288,978 | 335,760,147 |
Weighted Average Common Shares Outstanding - Diluted | 472,288,978 | 335,760,147 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Cash Flows [Abstract] | ||
Net Loss | $ (174,123) | $ (439,917) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss (gain) on debt extinguishment | 0 | 199,966 |
Accounts payable | 174,078 | 4,000 |
Cash used in operating activities | (45) | (235,951) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 0 | 30,603 |
Borrowings from related party | 0 | 100,510 |
Repayment on borrowings from related party | 0 | (468,243) |
Net cash provided by (used in) financing activities | 0 | (337,130) |
Net increase (decrease) in cash | (45) | (573,081) |
Effects on changes in foreign exchange rate | 0 | 0 |
Cash at beginning of the year | 1,130 | 574,211 |
Cash at end of the year | 1,085 | 1,130 |
Supplemental disclosure information: | ||
Income taxes paid | 0 | 0 |
Interest paid | 0 | 0 |
Non-cash transactions: | ||
Debt settled with issuance of common stock | $ 0 | $ 102,420 |
Statements of Shareholders Equi
Statements of Shareholders Equity (Deficit) - USD ($) | Common Stock | Additional Paid-In Capital | Stock Receivable | Other Comprehensive Income / Loss | Retained Earnings / Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2015 | 326,965,299 | |||||
Beginning balance, value at Dec. 31, 2015 | $ 326,965 | $ 213,919 | $ (30,603) | $ 38 | $ (407,391) | $ 209,856 |
Issuance of common stock for settlement of debt, shares | 97,542,857 | |||||
Issuance of common stock for settlement of debt, value | $ 97,543 | 204,843 | 302,386 | |||
Proceeds from issuance of common stock | 30,603 | 30,603 | ||||
Net loss | (439,917) | (439,917) | ||||
Ending balance, shares at Dec. 31, 2016 | 424,508,156 | |||||
Ending balance, value at Dec. 31, 2016 | $ 424,508 | 418,762 | 0 | 38 | (847,308) | (4,000) |
Issuance of common stock, shares | 160,000,000 | |||||
Issuance of common stock, value | $ 160,000 | (160,000) | ||||
Proceeds from issuance of common stock | 0 | |||||
Net loss | (174,123) | (174,123) | ||||
Ending balance, shares at Dec. 31, 2017 | 584,508,156 | |||||
Ending balance, value at Dec. 31, 2017 | $ 584,508 | $ 258,762 | $ 0 | $ 38 | $ (1,021,431) | $ (178,123) |
1. Organization
1. Organization | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1 – Organization and Summary of Significant Accounting Policies ORGANIZATION 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, and management adopted 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 February 6, 2015, the Company entered into Stock Purchase Agreements with two U.S. accredited investors, Scott C. Kline and Jose A. Capote, the Secretary and Chief Technical Officer of the Company at the time, 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 February 6, 2015 (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. On the same 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 February 6, 2015, 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 change the name of the Company from High Desert Assets, Inc. to New Asia Energy, Inc. On July 29, 2015, the Financial Industry Regulatory Authority (FINRA) approved the change. 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 was received in March 2016. On December 19, 2016, Lin Kok Peng, chairman of the Board and the Company's Chief Executive Officer and Chief Financial Officer, Allister Lim Wee Sing, director of the Company, and Jose Capote, secretary of the Company, resigned from the Board and their positions as Company officers. On the same day, the Board named Mr. Veng Kun Lun and Mr. Poh Kee Liew as new directors. Mr. Veng Kun Lun was also named to be the Chief Executive Officer and secretary of the Company, and Mr. Poh Kee Liew was named as Chief Financial Officer of the Company. In November 2016, Rock Capital Limited transferred part of the Company’s common stock to individuals, and converted debt of $102,420 to 97,542,857 shares of the Company’s common stock. As of December 31, 2016, Rock Capital Limited remained as the largest shareholder of the Company. On December 1, 2017, the Board of Directors of New Asia Energy, Inc. (the “Company”) adopted two Amendments to its Articles, changing the name of the Corporation to LNPR GROUP, INC., and effectuating a 40:1 reverse split of the company’s stock; the State of Colorado effectuated said changes on December 4, 2017; and on January 17, 2018, FINRA granted effectiveness for said changes and the ticker Symbol “LNPR”. On December 24, 2018 Veng Kun Lun informed LNPR GROUP, INC., (the “Company”) that they are resigning from their positions as directors and/or officers of the Company. Veng Kun Lun decision to leave did not involve any disagreement with the Company on any matter relating to its operations, policies or practices. On January 14, 2019 the Company, by written direction of the sole Director, appointed as a Director of the Company Joe Grimes which was accepted by Mr. Grimes. Mr. Grimes was also elected as Chief Executive Officer. The change of the officers and directors became effective as of December 24, 2018. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies This summary of significant accounting policies is presented to assist the reader in understanding the Company's financial statements. The 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. BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). USE OF ESTIMATES 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. 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 years ended December 31, 2017 and 2016. INCOME TAXES In accordance with ASC 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities have been adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. The Company expects to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2017 and 2016, the Company had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The Company currently has no federal or state tax examinations nor has it had any federal or state examinations since its inception. To date, the Company has not incurred any interest or tax penalties. FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS The Company applies the provisions of accounting guidance, FASB Topic ASC 825, Financial Instruments FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED) 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. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due to related parties due to their related party nature. 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. IMPACT OF NEW ACCOUNTING STANDARDS In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842) In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments 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 has suffered recurring losses and has working capital deficiency and negative operating cash flows. 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. The financial statements do not include any adjustments that may result should the Company be unable to continue as a going concern. |
3. Capital Stock
3. Capital Stock | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
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 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 on the above changes. On July 29, 2015, the 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 at the time, (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 (together with Prior Advances, "Advances"). The Board further resolved that these Advances would constitute an interest-free loan to the Company due 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 Advances into common stock at a conversion price of $0.02 per share. As of December 31, 2015, Rock Capital Limited, did not convert the Advances to common stock, and thus the Advances remained as an interest-free loan to the Company. On March 17, 2016, the Company repaid a total of $468,243 to Rock Capital Limited. On November 28, 2016, the Company entered into a Debt Settlement Agreement with Rock Capital Limited, pursuant to which both parties acknowledged that the advances to the Company as of that day, $102,420, were interest-free and due on the same day. The agreement also allows Rock Capital Limited to extend the repayment deadline or convert all or a portion of the advances into common stock of the Company at $0.00105 per share. On November 28, 2016, Rock Capital Limited elected to convert the $102,420 owed to it by the Company into shares of common stock at the $0.00105 conversion price, resulting in the loss of debt extinguishment of $199,966 and issuance to Rock Capital Limited of 97,542,857 shares of common stock. 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. (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. See Note 1 for more details. On December 1, 2017, the Board of Directors of New Asia Energy, Inc. (the “Company”) adopted two Amendments to its Articles, changing the name of the Corporation to LNPR GROUP, INC., and effectuating a 40:1 reverse split of the company’s stock; the State of Colorado effectuated said changes on December 4, 2017; and on January 17, 2018, FINRA granted effectiveness for said changes and the ticker Symbol “LNPR”. On December 24, 2018 Veng Kun Lun informed LNPR GROUP, INC., (the “Company”) that they are resigning from their positions as directors and/or officers of the Company. Veng Kun Lun decision to leave did not involve any disagreement with the Company on any matter relating to its operations, policies or practices. On January 14, 2019 the Company, by written direction of the sole Director, appointed as a Director of the Company Joe Grimes which was accepted by Mr. Grimes. Mr. Grimes was also elected as Chief Executive Officer. The change of the officers and directors became effective as of. |
4. Loss Per Share
4. Loss Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 4 – Loss Per Share The following table sets forth the computation of basic and diluted net loss per share: For the Years Ending December 31, 2017 2016 Net loss attributable to common stockholders $ (174,123 ) $ (439,917 ) Basic weighted average outstanding shares of common stock 472,288,978 335,760,147 Dilutive effects of common share equivalents – – Dilutive weighted average outstanding shares of common stock 472,288,978 335,760,147 Net loss per share of common stock - basic and diluted $ 0.00 $ 0.00 |
5. Income Taxes
5. Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 5 – Income Taxes Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. The Company accounts for income taxes pursuant to ASC 740. The types of temporary differences between the tax basis of assets and their financial reporting amounts that give rise to a significant portion of the deferred assets and liabilities are as follows: December 31, 2017 December 31, 2016 Temporary Difference Tax Temporary Difference Tax Deferred tax assets: Net operating loss $ 1,021,431 $ 174,123 $ 847,308 $ 327,315 Valuation allowance (1,021,431 ) (174,123 ) (847,308 ) (327,315 ) Total deferred tax asset $ – $ – $ – $ – Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. At December 31, 2017 and December 31, 2016, the Company had approximately $1,021,431 and $847,308, respectively, in unused federal net operating loss carry- forwards, which begin to expire principally in the year 2029. A deferred tax asset at each date of approximately $174,123 and $327,315 resulting from the loss carry-forwards has been offset by a 100% valuation allowance. The following table reconciles the statutory U.S. federal income tax rate to the Company's effective income tax rate. For the year ended December 31, For the year ended December 31, 2017 2016 U.S. Federal statutory rate 34% 34% State income tax rate (net of federal benefit) 4.63% 4.63% Changes in valuation allowance for DTA -38.63% -38.63% Effective income tax rate –% –% |
6. Related Party Activity
6. Related Party Activity | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Activity | Note 6 – Related Party Activity In the year ended December 31, 2015, Rock Capital Limited, a related party advanced the Company $471,283 for working capital purposes. Total advances through December 31, 2015 were $471,283. On March 17, 2016, the Company repaid a total of $468,243 to Rock Capital Limited. In the year ended December 31, 2016, the Company continued to borrow from Rock Capital Limited. Through November 28, 2016, the balance due to Rock Capital Limited was $102,420. These funds were an interest-free loan to the Company and were due and payable on November 28, 2016. On November 28, 2016, the Company entered into a Debt Settlement Agreement with Rock Capital Limited. The agreement provides that if the advanced funds are not repaid by November 28, 2016, Rock Capital Limited may, in its sole discretion, extend the repayment deadline or convert all or a portion of the advances into common stock of the Company, at a conversion price of $0.00105 per share. On the same day, Rock Capital Limited elected to convert the $102,420 owed by the Company into shares of common stock at the $0.00105 conversion price, resulting in the loss on debt extinguishment of $199,966 and the issuance to Rock Capital Limited of 97,542,857 shares of common stock. See Note 3 for more details. |
7. Commitments and Contingencie
7. Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 – Commitments and Contingencies On June 9, 2016, Sharon Morrison and Morrison Enterprises ("Plaintiffs") filed a lawsuit ("Complaint") in the Circuit Court of The Seventeenth Judicial Circuit In And For Broward County, Florida, naming Univest Tech Inc. (now known as New Asia Energy Inc. ("NAEI"), which is the Company's current name) as a defendant as well as naming other defendants (including, but not limited to, Manminderjit ("Manny") Singh, Esq., a Florida attorney, Luke Zouvas, Esq., a California attorney, and Zouvas Law Group, P.C. ("ZLG"), which is the law practice corporation owned by Mr. Zouvas) (collectively, "Defendants"). According to the Complaint, on March 24, 2014, (prior to the Change in Control), Manny Singh, Esq., allegedly emailed Ms. Morrison offering to sell her 5,000 shares in an investment opportunity he called "Chino Valley Arizona." Allegedly, Ms. Morrison wired $10,000 in U.S. funds the next day to Luke Zouvas, Esq.'s trust account maintained by ZLG. The wire instructions stated "For Chino Valley Arizona 5000.00 Shares." On September 10, 2014, Ms. Morrison allegedly received an email from an employee of ZLG that had attached to it a September 9, 2014, letter signed by Manny Sing, Esq., transmitting a Stock Purchase Agreement that offered to sell Ms. Morrison, personally, 10,000 shares of Univest Tech Inc. (now NAEI) through a private resale of shares of capital stock purportedly held by Sandman Holdings Corp. which allegedly was a record or beneficial owner of Univest Tech, Inc., (now NAEI) stock at the time. Plaintiffs allege that they did not sign the Stock Purchase Agreement with Sandman Holdings Corp. and did not receive any shares of the capital stock of Univest Tech, Inc., (now NAEI). Plaintiffs are seeking $10,000 U.S. in damages from Defendants Manny Singh, Esq., ZLG, and Luke Zouvas, Esq., related to the Chino Valley Investment Opportunity based on various causes of action solely alleged against Defendants Manny Singh, Esq., ZLG, and Luke Zouvas, Esq. Although Plaintiffs have named Univest Tech, Inc., (now NAEI) as a party defendant in the Complaint, the Plaintiffs have not alleged any causes of action against Univest Tech, Inc. (now NAEI) for damages or to enforce or set aside the unsigned Stock Purchase Agreement for Sandman Holdings' stock in Univest Tech, Inc., (now NAEI). Because Univest Tech, Inc., (now NAEI) has only been named in the lawsuit without seeking any damages from the Company, an estimate of the potential loss, or range of loss, if any, to the Company relating to these proceedings is not possible at this time. Although, if Plaintiffs amended the Complaint to state a cause of action for damages against Univest Tech, Inc., (now NAEI), then, based on the Plaintiffs' present allegations, such a claim for damages would be for the same $10,000 U.S. in damage Plaintiffs are seeking against Defendants Manny Sing, Esq., ZLG, and Luke Zouvas, Esq. Based on the allegations of the Complaint, the Company is of the opinion that it should not have been named as a party-defendant to the proceedings just as Jaitegh Singh, Esq. (Manny Singh's son and the Company's principal shareholder in 2014) was not named as a party-defendant. There are no allegations that the Company was involved in offering or selling (i) the Chino Valley Investment Opportunity, (ii) the Stock Purchase Agreement with Sandman Holdings Corp. (which is not named as a party-defendant) or (iii) any other shares of the Company. The Company has enlisted a Florida counsel to obtain the dismissal of the Complaint against the Company. The Company is vigorously defending itself in the litigation. The Company's Florida counsel has filed a Motion to Dismiss for Lack of Jurisdiction seeking dismissal of the lawsuit on the grounds that the Florida Court lacks jurisdiction over the Company. In early October 2016, the Company's Florida counsel has also served a Motion for Sanctions Pursuant to Section 57.105 of the Florida Statutes (the "57.105 Motion") requesting that the Plaintiffs voluntarily dismiss the Company within 21 days or be subject to sanctions for continuing to pursue the lawsuit. Plaintiffs did not drop the Company from the lawsuit within 21 days or thereafter. Therefore, the Company’s Florida counsel filed the 57.105 Motion. In order to keep their case from being dismiss for failure to allege any claim or cause of action against Univest Tech, Inc. (now NAEI), Plaintiffs amended their original complaint by filing an Amended Complaint making allegations against Univest Tech, Inc. (now NAEI). After receiving Plaintiffs’ Amended Complaint, the Company filed another motion to dismiss on the grounds of a lack of jurisdiction and for an inconsistency in the pleadings. Plaintiffs changed no allegations from the original complaint about where it sent the $10,000 or who might have or did receive those funds. Without any allegations being made as to how Univest Tech, Inc. (now NAEI) would have converted Plaintiffs’ funds to the Company’s own use or any allegation that Univest Tech, Inc. (now NAEI) ever received any of Plaintiffs’ funds, Plaintiffs brought two counts in the Amended Complaint against Univest Tech, Inc. (now NAEI), one for conversion and the other for unjust enrichment. These claims are deficient because of the failure to allege that Univest Tech, Inc. (now NAEI) actually ever received and had dominion or control over the Plaintiffs’ funds. Although Plaintiffs have alleged causes of action against other defendants that could exceed $10,000, Plaintiffs have only alleged a cause of action against NAEI that could result in a $10,000 judgment against Plaintiffs which is outside the jurisdiction of the Florida Circuit Court because it can only consider cases with damages in excess of $15,000. Therefore, in addition to the other basis for dismissal for lack of jurisdiction, NAEI could be dismissed for want of the Circuit Court’s jurisdiction. As such, the Company’s motion to dismiss the Amended Complaint still alleges a lack of any basis to have sued Univest Tech, Inc. (now NAEI) as well as a lack of any jurisdiction over Univest Tech, Inc. (now NAEI). The Company also included in that motion a claim that Plaintiffs have acted in Bad Faith in suing Univest Tech, Inc. (now NAEI) and should be sanctioned for having done so by an award of attorney’s fees and costs against Plaintiffs and their counsel for having sued Univest Tech, Inc. (now NAEI) in the Amended Complaint. While the Company is of the opinion that NAEI will ultimately be dismissed from the action, the Company cannot assure that result under any circumstance. For the years ended December 31, 2017 and 2010, the rental expense is $0 and $0, respectively. As of December 31, 2017, future minimum lease commitments under the non-cancellable lease $0.00. |
8. Subsequent Events
8. Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 – Subsequent Events Starting from January 1, 2019, the Company uses an office space from Joseph Grimes, CEO. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). |
USE OF ESTIMATES | USE OF ESTIMATES 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. |
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 years ended December 31, 2017 and 2016. |
INCOME TAXES | INCOME TAXES In accordance with ASC 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities have been adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. The Company expects to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2017 and 2016, the Company had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The Company currently has no federal or state tax examinations nor has it had any federal or state examinations since its inception. To date, the Company has not incurred any interest or tax penalties. |
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 FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED) 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. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due to related parties due to their related party nature. |
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. |
IMPACT OF NEW ACCOUNTING STANDARDS | IMPACT OF NEW ACCOUNTING STANDARDS In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842) In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments |
GOING CONCERN | 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 has suffered recurring losses and has working capital deficiency and negative operating cash flows. 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. The financial statements do not include any adjustments that may result should the Company be unable to continue as a going concern. |
4. Loss Per Share (Tables)
4. Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted net loss | For the Years Ending December 31, 2017 2016 Net loss attributable to common stockholders $ (174,123 ) $ (439,917 ) Basic weighted average outstanding shares of common stock 472,288,978 335,760,147 Dilutive effects of common share equivalents – – Dilutive weighted average outstanding shares of common stock 472,288,978 335,760,147 Net loss per share of common stock - basic and diluted $ 0.00 $ 0.00 |
5. Income Taxes (Tables)
5. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | December 31, 2017 December 31, 2016 Temporary Difference Tax Temporary Difference Tax Deferred tax assets: Net operating loss $ 1,021,431 $ 174,123 $ 847,308 $ 327,315 Valuation allowance (1,021,431 ) (174,123 ) (847,308 ) (327,315 ) Total deferred tax asset $ – $ – $ – $ – |
Effective income tax rate | For the year ended December 31, For the year ended December 31, 2017 2016 U.S. Federal statutory rate 34% 34% State income tax rate (net of federal benefit) 4.63% 4.63% Changes in valuation allowance for DTA -38.63% -38.63% Effective income tax rate –% –% |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Antidilutive shares | 0 | 0 |
Uncertain tax positions | $ 0 | $ 0 |
3. Capital Stock (Details Narra
3. Capital Stock (Details Narrative) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Reverse stock split | On December 1, 2017, the company effected a reverse stock split of 40:1 |
4. Loss Per Share (Details)
4. Loss Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to common stockholders | $ (174,123) | $ (439,917) |
Basic weighted average outstanding shares of common stock | 472,288,978 | 335,760,147 |
Dilutive effects of common share equivalents | 0 | 0 |
Dilutive weighted average outstanding shares of common stock | 472,288,978 | 335,760,147 |
Net loss per share of common stock - basic and diluted | $ 0 | $ 0 |
5. Income Taxes (Details - Defe
5. Income Taxes (Details - Deferred tax) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss | $ 174,123 | $ 327,315 |
Valuation allowance | (174,123) | (327,315) |
Total deferred tax asset | $ 0 | $ 0 |
5. Income Taxes (Details - Effe
5. Income Taxes (Details - Effective tax rate) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
U.S. Federal statutory rate | 34.00% | 34.00% |
State income tax rate (net of federal benefit) | 4.63% | 4.63% |
Changes in valuation allowance for DTA | (38.63%) | (38.63%) |
Effective income tax rate | 0.00% | 0.00% |
5. Income Taxes (Details Narrat
5. Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $ 1,021,431 | $ 847,308 |
Operating loss carryforward expiration date | Dec. 31, 2029 |
6. Related Party Activity (Deta
6. Related Party Activity (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Repayment of related party debt | $ 0 | $ 468,243 |
Loss on debt extinguishment | $ 0 | (199,966) |
Rock Capital Limited [Member] | ||
Due to related party | 102,420 | |
Repayment of related party debt | 468,243 | |
Debt converted, amount converted | $ 102,420 | |
Debt converted, shares issued | 97,542,857 | |
Loss on debt extinguishment | $ (199,966) |
7. Commitments and Contingenc_2
7. Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 0 | $ 0 |