Colorado
|
26-1381565
|
(State or other jurisdiction
|
(IRS Employer File Number)
|
|
|
33 Ubi Avenue 3 07-57
Vertex Tower A Singapore
|
408868
|
(Address of principal executive offices)
|
(Zip code)
|
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☐ (Do not check if a smaller reporting company)
|
Smaller reporting company ☑
|
PART I FINANCIAL INFORMATION
|
|
Item 1. Financial Statements for the period ended September 30, 2015
|
|
Condensed Balance Sheets as of September 30, 2015 (Unaudited) and December 31, 2014
|
3
|
Condensed Statements of Operations for the Three and Nine Months ended September 30, 2015 and 2014 (Unaudited)
|
4
|
Condensed Statements of Cash Flows for the Nine Months ended September 30, 2015 and 2014 (Unaudited)
|
5
|
Notes to (Unaudited) Condensed Financial Statements
|
6
|
|
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
11
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk
|
13
|
Item 4. Controls and Procedures
|
13
|
|
|
PART II OTHER INFORMATION
|
|
|
|
Item 1. Legal Proceedings
|
14
|
Item 1A. Risk Factors
|
14
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
14
|
Item 3. Defaults Upon Senior Securities
|
14
|
Item 4. Mine Safety Disclosures
|
14
|
Item 5. Other Information
|
14
|
Item 6. Exhibits
|
15
|
|
|
Signatures
|
16
|
|
|
New Asia Energy, Inc. (formerly High Desert Assets Inc)
|
Condensed Balance Sheets
|
ASSETS
|
||||||||
|
||||||||
|
September 30,
|
December 31,
|
||||||
|
2015
|
2014
|
||||||
|
(Unaudited)
|
|||||||
Current Assets
|
||||||||
Cash
|
$
|
342,463
|
$
|
-
|
||||
TOTAL ASSETS
|
$
|
342,463
|
$
|
-
|
||||
LIABILITIES AND SHAREHOLDERS' DEFICIT
|
||||||||
LIABILITIES
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$
|
1,502
|
$
|
18,022
|
||||
Advances from related party
|
471,283
|
3,040
|
||||||
TOTAL LIABILITIES
|
472,785
|
21,062
|
||||||
|
||||||||
SHAREHOLDERS' DEFICIT
|
||||||||
Preferred stock, par value $.10 per share; Authorized
|
||||||||
10,000,000 shares; none issued and outstanding.
|
-
|
-
|
||||||
Common Stock, par value $.001 per share; Authorized 500,000,000 shares as of September 30, 2015
and December 31, 2014; issued and outstanding 41,215,297 and 23,660,665 shares, respectively.
|
||||||||
41,215
|
23,661
|
|||||||
Capital in excess of par value
|
199,632
|
193,226
|
||||||
Accumulated Deficit
|
(371,169
|
)
|
(237,949
|
)
|
||||
TOTAL SHAREHOLDERS' DEFICIT
|
(130,322
|
)
|
(21,062
|
)
|
||||
|
||||||||
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT
|
342,463
|
$
|
-
|
|
Three Months
|
Three Months
|
Nine Months
|
Nine Months
|
||||||||||||
|
Ended
|
Ended
|
Ended
|
Ended
|
||||||||||||
|
September 30,
|
September 30,
|
September 30,
|
September 30,
|
||||||||||||
|
2015
|
2014
|
2015
|
2014
|
||||||||||||
Revenue:
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
General & Administrative Expense
|
36,029
|
5,265
|
141,765
|
21,365
|
||||||||||||
Loss from operations
|
(36,029
|
)
|
(5,265
|
)
|
(141,765
|
)
|
(21,365
|
)
|
||||||||
|
||||||||||||||||
Other Income (expenses)
|
||||||||||||||||
Debt release
|
-
|
-
|
10,000
|
664
|
||||||||||||
Interest expense
|
-
|
-
|
-
|
(1,552
|
)
|
|||||||||||
(Loss) from foreign exchange transactions
|
(1455
|
)
|
(1455
|
)
|
||||||||||||
Total other income (expenses), net
|
(1455
|
)
|
-
|
8,545
|
(888
|
)
|
||||||||||
|
||||||||||||||||
Net (Loss)
|
$
|
(37,484
|
)
|
$
|
(5,265
|
)
|
$
|
(133,220
|
)
|
$
|
(22,253
|
)
|
||||
Not loss per share – basic and diluted
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||||
Weighted Average Common Shares –
|
||||||||||||||||
basic and diluted
|
41,215,297
|
207,400,500
|
38,836,092
|
207,400,500
|
||||||||||||
Basic (Loss) per common share
|
(0.00
|
)
|
(0.00
|
)
|
(0.00
|
)
|
(0.00
|
)
|
||||||||
Weighted Average Common Shares Outstanding
|
41,215,297
|
207,400,500
|
38,836,092
|
207,400,500
|
|
Unaudited
|
Unaudited
|
||||||
|
Nine Month
|
Nine Month
|
||||||
|
Period Ended
|
Period Ended
|
||||||
|
September 30,
|
September 30,
|
||||||
|
2015
|
2014
|
||||||
Operating activities:
|
||||||||
Net (Loss)
|
$
|
(131,765
|
)
|
$
|
(22,253
|
)
|
||
Adjustments to reconcile net assets to cash flow
|
||||||||
used in operating activities:
|
||||||||
Expenses paid by shareholder
|
6,406
|
-
|
||||||
Gain on settlement of debt
|
-
|
(664
|
)
|
|||||
Increase (Decrease) in accounts payable
|
(16,520
|
)
|
20,037
|
|||||
Increase in interest payable
|
-
|
1,552
|
||||||
|
||||||||
Cash used in operating activities
|
(141,879
|
)
|
-
|
|||||
|
||||||||
Financing Activities:
|
||||||||
Common stock proceed
|
17,554
|
|||||||
Advances from related parties
|
468,243
|
-
|
||||||
Net cash provided from financing activities
|
485,797
|
-
|
||||||
Effect of exchange rate on cash
|
(1,455
|
)
|
||||||
Net increase in cash
|
342,463
|
-
|
||||||
Cash at beginning of period
|
-
|
539
|
||||||
Cash at end of period
|
$
|
342,463
|
$
|
539
|
||||
|
||||||||
Supplemental disclosure information:
|
||||||||
|
||||||||
Cash paid for taxes
|
$
|
-
|
$
|
-
|
||||
Interest paid for taxes
|
$
|
-
|
$
|
|||||
|
· |
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"). |
|
·
|
Commercialization and Deployment of Proven, Proprietary Technologies - including but not limited to: advanced battery and energy storage solutions; advanced solar technologies and Wastes to Biofuels; and
|
|
·
|
Project Development to provide recurring revenue streams through the Integration of proven, state-of-the-art technologies (those owned by the Company and others brought by exclusive licensing/contractual arrangements) to undertake projects under Build-Own-Operate (BOO), Build-Own-Operate and Transfer (BOOT) and Joint Venture contractual arrangements.
|
Exhibit
|
|
|
|
|
Number
|
|
Description
|
|
Filing
|
|
|
|
|
|
3.1
|
|
Articles of Incorporation
|
|
Filed with the SEC on May 18, 2009 as part of our Registration Statement on Form S-1.
|
|
|
|
|
|
3.2
|
|
Bylaws
|
|
Filed with the SEC on May 18, 2009 as part of our Registration Statement on Form S-1.
|
|
|
|
|
|
31.1
|
|
Certification of CEO pursuant to Sec. 302
|
|
Filed herewith.
|
|
|
|
|
|
31.2
|
|
Certification of CEO pursuant to Sec. 302
|
|
Filed herewith.
|
|
|
|
|
|
32.1
|
|
Certification of CEO pursuant to Sec. 906
|
|
Filed herewith.
|
|
|
|
|
|
32.2
|
|
Certification of CFO pursuant to Sec. 906
|
|
Filed herewith.
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith.
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
Filed herewith.
|
|
|
|
|
|
101SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith.
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith.
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith.
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith.
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith.
|
|
|
|
|
|
NEW ASIA ENERGY INC (formerly HIGH DESERT ASSSETS, INC.)
|
|
||
|
|
|
|
By:
|
/s/ Lin Kok Peng
|
|
|
|
Lin Kok Peng
|
||
|
Chief Executive Officer, Chief Financial
Officer, Treasurer and Director
|
Date: November 16, 2015
|
By:
|
/s/ Lin Kok Peng
|
|
|
Lin Kok Peng
|
|
|
Director
|
Date: November 16, 2015
|
/s/ Lin Kok Peng
|
|
|
|
|
|
By: Lin Kok Peng
|
|
|
Its: Chief Executive Officer
|
|
Date: November 16, 2015
|
/s/ Lin Kok Peng
|
|
|
|
|
|
By: Lin Kok Peng
|
|
|
Its: Chief Financial Officer
|
|
@H;L[)R2
M-OR=R5!0^WB\#&<[/J?1\-CM/\?T0XMO4$L#!!0````(`*M8<$=_3LT5HP$`
M`*X#```9````>&PO=V]R:W-H965T *Z?1:
M+0<-L@`:T\K2@C5D5UV[:4$B]PZ
M3H("N^H%J+1OJ'N(I]KM[$")Y)I
M?X%62.+UH@BB,N[GE)29&=>ILE2AP=N:T!*[PM]1\?;4HN<&5PJ`;3W&*?S#
M`6$,?C,DYBD')NIPY47`O5)C5<=#*XZT"H)O4[GN3^\
MFQZ44SH-F55==7-GA8_N(`QL-HI"`<$$6A[[@7,"0J
;#2$$/$*9F1X%D61GYO)T`=\^XSRG]$03\NPDHIOS`[_UJ-#N()Y)07)&%F7[1%^*J2H:VB4)DLR$T?%WR0.
M/`!1>BE8OF[JI
%#TM%B]`-L>>YGO8O3
MU[W/+NR&F>J6*\?(JMJ"NXF>=&H,;"VH,"UWBA+R0D"85?&ATI^*T57YSC--
M=8VNC)=%[FLS^Y)G$$I_`*T.,06ZJG1&V.N:C=A;5%LI<$^JHA/^CP>T49/[
MHKA'
Related Party Activity |
9 Months Ended |
---|---|
Sep. 30, 2015 | |
Notes to Financial Statements | |
Related Party Activity |
Note 4 - Related Party Activity
During the six months period ended June 30, 2015, Rock Capital Limited, a related party advanced the Company $76,179. Total advanes through June 30th, 2015 were $79,219. |
Capital Stock |
9 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Sep. 30, 2015 | |||||||
Notes to Financial Statements | |||||||
Capital Stock | Note 3 Capital Stock
At formation, the Company authorized to issue 50,000,000 shares of $.001 par value common stock.
On May 13, 2014, the "Company, filed Articles of Amendment to its Articles of Incorporation with the Secretary of State of Colorado to increase the authorized number of shares of Common Stock from fifty million (50,000,000) shares, par value $0.001, to two hundred fifty million (250,000,000) shares, par value $0.001.
On May 13, 2014, the Company's Board of Directors, receiving the majority vote of the Company's shareholders and, approved: (a) an increase in the aggregate number of authorized shares of Common Stock of the Company from fifty million (50,000,000) shares, par value $0.001, to two hundred fifty million (250,000,000) shares, par value $0.001; and (b) a 9-for-1 forward stock split ("Forward Split") of the issued and outstanding shares of Common Stock of the Company. As a result of the Forward Split, the current 23,044,500 issued and outstanding shares of Common Stock shall represent 207,400,500 post Forward Split shares; any and all fractional shares resulting from the Forward Split shall be rounded up to the next whole share.
On May 16, 2014, FINRA approved the Forward Split, to take effect on May 20, 2014. The accompanying financial statements have been updated to reflect the effects of the Forward Split.
On April 10, 2014 the Company had a change in ownership resulting in the outstanding accounts payable, notes payable, and interest payable being paid by a shareholder. On October 21, 2014, Jaitegh Singh, the Company's previous President, Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer and the controlling shareholder of the Company ("Mr. Singh") cancelled and returned to treasury an aggregate of 183,739,875 shares of the Company's common stock beneficially owned by Mr. Singh (the "Cancellation") pursuant to the terms of an agreement with the Company's current President, Derrick Mains. Following the Cancellation of the 183,739,875 common shares, there were a total of 23,660,625 common shares of the Company outstanding.
The Company authorized 1,000,000 shares of $.10 par value, preferred stock, to have such preferences as the Directors of the Company may assign from time to time. No preferred stock is either issued or outstanding as of June 30, 2015 and 2014.
On February 6, 2015 (the "Closing Date"), the Company entered into Stock Purchase Agreements (the "Agreement") with two U.S. accredited investors, Scott C. Kline and Jose A. Capote, the Secretary and Chief Technical Officer of the Company, respectively, and two foreign investors, including Rock Capital Limited, the new majority owner of the Company, pursuant to which the Company issued an aggregate of 17,554,672 shares of common stock, or approximately 42.7% of the issued and outstanding common stock of the Company, at an aggregate purchase price of approximately $17,554. The sales of Common Stock were made following the acquisition by Rock Capital Limited.
On the Closing Date, Rock Capital Limited acquired 14,250,000 shares of Common Stock of the Company, representing approximately 34.7% of the issued and outstanding shares of Common Stock of the Company as of the Closing Date, from Jaitegh Singh, the previous majority shareholder of the Company. At the Closing Date, Rock Capital Limited also acquired an additional 1,810,125 shares of Common Stock from several minority holders, including Loro Verde Investments, representing approximately 4% of the issued and outstanding shares of Common Stock of the Company. As a result of the foregoing, as of the Closing Date, Rock Capital Limited acquired Common Stock representing approximately 77% of the issued and outstanding shares of Common Stock of the Company.
In addition, on the Closing Date, Alan Smith, the sole officer and Director of the Company, submitted his resignation from all executive officer positions with the Company, including Chief Executive Officer and President,as a member of the Board, which resignation shall become effective on the 10th day following the mailing of this information statement to the stockholders of the Company (the "Effective Date"). On the Closing Date, Lin Kok Peng, PhD was appointed as Chief Executive Officer, Chief Financial Officer and Chairman of the Board, effective immediately, Jose A. Capote was appointed Chief Technical Officer (CTO) effective immediately, and Scott C. Kline was appointed as Secretary, effective immediately. Allister Lim Wee Sing was appointed a member of the Board effective immediately.
The board of directors and shareholders holding a majority of the common stock of the Company approved the transactions described herein..
On June, 26, 2015 the Company filed an Information Statement led with the Securities and Exchange Commission, pursuant to Section 14C of the Securities Exchange Act of 1934 ("The PRE 14C"), as amended (the " Exchange Act ") to the holders of common stock, no par value per share of High Desert Assets, Inc to notify the Stockholders that on June 26, 2015, the Company received a majority written consent in lieu of a meeting of the holders together holding in the aggregate more than a majority of the total voting power of all issued and outstanding voting capital of the Company. The Majority Stockholders authorized the following:
|
Balance Sheets - USD ($) |
Sep. 30, 2015 |
Dec. 31, 2014 |
---|---|---|
Current Assets | ||
Cash | $ 342,463 | |
TOTAL ASSETS | 342,463 | $ 0 |
Current liabilities | ||
Accounts payable | 1,502 | 18,022 |
Advances from related parties | 471,283 | 3,040 |
TOTAL LIABILITIES | $ 472,785 | $ 21,062 |
SHAREHOLDERS' EQUITY | ||
Preferred stock, par value $.10 per share; Authorized 10,000,000 shares; issued and outstanding. | ||
Common Stock, par value $.001 per share; Authorized 500,000,000 shares as of September 30, 2015 and December 31, 2014 ; issued and outstanding 41,215,297 and 23,660,665 shares, respectively. | $ 41,215 | $ 23,661 |
Capital paid in excess of par value | 199,632 | 193,226 |
Accumulated deficit | (371,169) | (237,949) |
TOTAL SHAREHOLDERS' EQUITY | (130,322) | (21,062) |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 342,463 | $ 0 |
Organization and Summary of Significant Accounting Policies |
9 Months Ended |
---|---|
Sep. 30, 2015 | |
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 formed to develop and market music based on technology solutions. The Company may also engage in any business that is permitted by law, as designated by the board of directors of the Company.
On February 6, 2015 (the "Closing Date"), the Company entered into Stock Purchase Agreements (the "Agreement") with two U.S. accredited investors, Scott C. Kline and Jose A. Capote, the Secretary and Chief Technical Officer of the Company, respectively, and two foreign investors, including Rock Capital Limited, the new majority owner of the Company, pursuant to which the Company issued an aggregate of 17,554,672 shares of common stock, or approximately 42.7% of the issued and outstanding common stock of the Company, at an aggregate purchase price of approximately $17,554. The sales of Common Stock were made following the acquisition by Rock Capital Limited
On the Closing Date, Rock Capital Limited acquired 14,250,000 shares of Common Stock of the Company, representing approximately 34.7% of the issued and outstanding shares of Common Stock of the Company as of the Closing Date, from Jaitegh Singh, the previous majority shareholder of the Company. At the Closing Date, Rock Capital Limited also acquired an additional 1,810,125 shares of Common Stock from several minority holders, including Loro Verde Investments, representing approximately 4% of the issued and outstanding shares of Common Stock of the Company. As a result of the foregoing, as of the Closing Date, Rock Capital Limited acquired Common Stock representing approximately 77% of the issued and outstanding shares of Common Stock of the Company.
In addition, on the Closing Date, Alan Smith, the sole officer and Director of the Company, submitted his resignation from all executive officer positions with the Company, including Chief Executive Officer and President, effective immediately, and as a member of the Board, which resignation shall become effective on the 10th day following the mailing of this information statement to the stockholders of the Company (the "Effective Date"). On the Closing Date, Lin Kok Peng, PhD was appointed as Chief Executive Officer, Chief Financial Officer and Chairman of the Board, effective immediately, Jose A. Capote was appointed, Chief Technical Officer (CTO) effective immediately, and Scott C. Kline was appointed as Secretary, effective immediately. Allister Lim Wee Sing was appointed a member of the Board effective immediately.
The board of directors and shareholders holding a majority of the common stock of the Company approved the transactions described herein.
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, 2014 filed with SEC on April 15, 2015. In preparing these financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
USE OF ESTIMATES
The preparation of the condensed financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENT
Cash and cash equivalents include cash on hand, deposits with banks, and investments that are highly liquid and have maturities of three months or less at the date of purchase. The Company has no cash equivalents as of June 30, 2015 and December 31, 2014.
BASIC EARNINGS PER SHARE
The Company has adopted the FASB ASC Topic 260 regarding earnings / loss per share, which provides for calculation of "basic" and "diluted" earnings / loss per share. Basic earnings / loss per share includes no dilution and is computed by dividing net income / loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings / loss per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings / loss per share.
INCOME TAXES
The Company follows the asset and liability method of accounting for deferred income taxes. The asset and liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between financial accounting and tax bases of assets and liabilities. The Company accounts for income taxes pursuant to ASC 740. There was no increase in liabilities for unrecognized tax benefits as a result of this implementation.
GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Since inception, the Company has had recurring operating losses and negative operating cash flows. Subsequent to the Change in Control that occurred on February 6th, 2015, and as reported in the Company filings, the Company operating expenses have been covered through advances from it's principal shareholder, Rock Capital Ltd. Rock Capital Ltd is owned and controlled by the Company's Chairman and CEO, Dr. Lin Kok Peng. In addition to the operating expenses, the Company is currently finalizing a strategic acquisition of advanced energy technologies and renewable/alternative energy projects. These strategic acquisitions are expected to be funded through a combination of cash and stock. Near-term cash requirements are and will be met by HDAI's principal shareholder, Rock Capital Ltd and Lin Kok Peng..
The Company's continuation as a going concern is dependent on its ability to obtain additional financing to fund operations, implement its business model, and ultimately, to attain profitable operations. The Company will need to secure additional funds through various means, including an acquisition, equity and debt financing or any similar financing. There can be no assurance that the Company will be able to obtain additional debt or equity financing, if and when needed, on terms acceptable to the Company, or at all. Any additional equity or debt financing may involve substantial dilution to the Company's stockholders, restrictive covenants or high interest costs. The Company's long-term liquidity also depends upon its ability to generate revenues and achieve profitability.
The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Recently Issued Accounting Pronouncements |
9 Months Ended |
---|---|
Sep. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements |
Note 2 Recently Issued Accounting Pronouncements
RECENTLY ISSUED ACCOUNTING PRONUNCEMENTS
The Company has evaluated recent pronouncements through Accounting Standards Updates ("ASU") 2015-11 and believe that none of them will have a material impact on the Company's financial position, results of operation. |
Balance Sheets (Parenthetical) - $ / shares |
Sep. 30, 2015 |
Dec. 31, 2014 |
---|---|---|
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 | $ 0.001 |
Common stock, authorized shares | 500,000,000 | 500,000,000 |
Common stock, issued shares | 41,215,297 | 23,660,665 |
Common stock, outstanding shares | 41,215,297 | 23,660,665 |
Document and Entity Information - shares |
9 Months Ended | |
---|---|---|
Sep. 30, 2015 |
Oct. 30, 2015 |
|
Document And Entity Information | ||
Entity Registrant Name | New Asia Energy Inc. | |
Entity Central Index Key | 0001454510 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
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 | Q3 | |
Document Fiscal Year Focus | 2015 |
#TB#>A@^78J[2#/3.S`!LC.T_F)C=!6T5*U%S!.R>JG1SE1J!/<&IC`(\
MS6?P9.F34`'=I`AFRXT`G\)OFR_VE]VJ$JQ`6H\.)>Q^R/!S$[H"4MVEO,JU
M3(36QT('J9QG4B6#)!P$@0()`&9=J$@&4N@KP/XJ`IN[,2G_C+(7 I'7',P(;UP0FR?PK&GHM>9V%%V-5(K
ME&L'ICKQ'*?00// ^#0Z
MMYBHH5F=H_4:._%T/=CK.C:#_&1NV)*.7%@3D?
M7,>A-Q(Z#,;GD!]%[@%FJP)RRBA3A/HZV[:H_B7,L:(!(L(*?/_AJ*PG;O@,
M=W[HW:6?W`K:!?GR.N[JN'Q9W70;#I][:0N$AK:3UUTT=!>-'[>+AKQ9H%=W
M?NWWXNO-">T2JL$]-)Y;0C_R+SC<_<<>4=*S/6'U8RB!0A)
M.+MIM$];#03,Y@YADYO&EZ%U.[SK]QM(NI@YF'(&-PW&&Q_^^O47I/ZN?[,L
M=$^`.AW4Y;;59V/^'CWB&730)V`@L,O%>_054T]?X?>$@D!W?#:GX(+Z8=-Q
M!UV<7F!D6074?@7F'EN;]5.W7=>:?97"Z7IXPO\)*+[_+4YL74#;DG;-CJ
M8AA(Z^J\U;X\78T5\BYVU=4S]?WWLVZ[K5\N/K??=BXO.Q?O"O;@8M>3VQY:
MJU;PMQ&_IH1][^B7$9:`%!U,=E:2W#0B=BW/3[F8-,]:K7;SG[\?AO849M@B
M3--B0R.4TEK2Y-I75U=-_]>PZ4[+U4C0L(_S9@AGJUG]2@SM(T@DZ4@?W@.W
ML>M'56XW*+.%_F:%S2Q]R6J?6>?MTY5T&J'S?0\*3N$9QDB_J^C8]CIU,%'1
M,&OJ'YJ*'&\&S+UE3H^YQ%UKIL3,!ZK`^YJF`L9*7,E9FG@=#KJ[-T5DW?5<
MC1!)=(`W4/,5"#]BJCTYG`*X,@]2:N,#8WC"0AD]!9?8F)8"E"JY/SH]H$`3
M(0?CP5S/,8J`7%>9I0Z+Z@[+Z3WERU*@=H3VQS00$\S(O[ZI*FJ'WFR&Q7HP
M'I()(V/%B@IFV^:>BF8V>>*4V`1R,>^E='^;GL%6_J+KOI0>.)&>!&?JH[UQ
M9YX1Y;3LC_H.SXF+Z=#E]O<\;&EM#^$WJF+-46/27=_:+EFH"2S?2]DR!Q@Q
MWDC"#T\YNKAF,)>.F(7).'.2B+
M01J,RQTQJ$KZW=@E)Y!.HS/^F$$OZ*,6A\$>(XR-@6?'%!A3"*^*Y3C))N'+
MAR%>>XX7?\&,VXU^D0E^
Statements of Operations - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2015 |
Sep. 30, 2014 |
Sep. 30, 2015 |
Sep. 30, 2014 |
|
Income Statement [Abstract] | ||||
Revenue | ||||
General & Administrative Expense | $ 36,029 | $ 5,265 | $ 141,765 | $ 21,365 |
Loss from operations | $ (36,029) | $ (5,265) | (141,765) | (21,365) |
Other Income (expenses) | ||||
Debt release | $ 10,000 | 664 | ||
Interest expense | $ (1,552) | |||
(Loss) from foreign exchange transactions | $ (1,455) | $ (1,455) | ||
Total other income (expenses), net | (1,455) | 8,545 | $ (888) | |
Net (loss) | $ (37,484) | $ (5,265) | $ (131,765) | $ (22,253) |
(Loss) Per Share - basic and diluted | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 |
Weighted Average Common Shares Outstanding - basic and diluted | 41,215,297 | 207,400,500 | 38,836,092 | 207,400,500 |
Capital Stock (Details) - $ / shares |
9 Months Ended | ||
---|---|---|---|
Sep. 30, 2015 |
Jul. 23, 2015 |
Dec. 31, 2014 |
|
Capital Stock Details | |||
Increase in number of shares | 250,000,000 | 500,000,000 | |
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. |
Organization and Summary of Significant Accounting Policies (Policies) |
9 Months Ended |
---|---|
Sep. 30, 2015 | |
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 formed to develop and market music based on technology solutions. The Company may also engage in any business that is permitted by law, as designated by the board of directors of the Company.
On February 6, 2015 (the "Closing Date"), the Company entered into Stock Purchase Agreements (the "Agreement") with two U.S. accredited investors, Scott C. Kline and Jose A. Capote, the Secretary and Chief Technical Officer of the Company, respectively, and two foreign investors, including Rock Capital Limited, the new majority owner of the Company, pursuant to which the Company issued an aggregate of 17,554,672 shares of common stock, or approximately 42.7% of the issued and outstanding common stock of the Company, at an aggregate purchase price of approximately $17,554. The sales of Common Stock were made following the acquisition by Rock Capital Limited
On the Closing Date, Rock Capital Limited acquired 14,250,000 shares of Common Stock of the Company, representing approximately 34.7% of the issued and outstanding shares of Common Stock of the Company as of the Closing Date, from Jaitegh Singh, the previous majority shareholder of the Company. At the Closing Date, Rock Capital Limited also acquired an additional 1,810,125 shares of Common Stock from several minority holders, including Loro Verde Investments, representing approximately 4% of the issued and outstanding shares of Common Stock of the Company. As a result of the foregoing, as of the Closing Date, Rock Capital Limited acquired Common Stock representing approximately 77% of the issued and outstanding shares of Common Stock of the Company.
In addition, on the Closing Date, Alan Smith, the sole officer and Director of the Company, submitted his resignation from all executive officer positions with the Company, including Chief Executive Officer and President, effective immediately, and as a member of the Board, which resignation shall become effective on the 10th day following the mailing of this information statement to the stockholders of the Company (the "Effective Date"). On the Closing Date, Lin Kok Peng, PhD was appointed as Chief Executive Officer, Chief Financial Officer and Chairman of the Board, effective immediately, Jose A. Capote was appointed, Chief Technical Officer (CTO) effective immediately, and Scott C. Kline was appointed as Secretary, effective immediately. Allister Lim Wee Sing was appointed a member of the Board effective immediately.
The board of directors and shareholders holding a majority of the common stock of the Company approved the transactions described herein. |
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, 2014 filed with SEC on April 15, 2015. In preparing these financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
USE OF ESTIMATES |
USE OF ESTIMATES
The preparation of the condensed financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
CASH AND CASH EQUIVALENT |
CASH AND CASH EQUIVALENT
Cash and cash equivalents include cash on hand, deposits with banks, and investments that are highly liquid and have maturities of three months or less at the date of purchase. The Company has no cash equivalents as of June 30, 2015 and December 31, 2014. |
BASIC EARNINGS PER SHARE |
BASIC EARNINGS PER SHARE
The Company has adopted the FASB ASC Topic 260 regarding earnings / loss per share, which provides for calculation of "basic" and "diluted" earnings / loss per share. Basic earnings / loss per share includes no dilution and is computed by dividing net income / loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings / loss per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings / loss per share. |
INCOME TAXES | 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. |
GOING CONCERN |
GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Since inception, the Company has had recurring operating losses and negative operating cash flows. Subsequent to the Change in Control that occurred on February 6th, 2015, and as reported in the Company filings, the Company operating expenses have been covered through advances from it's principal shareholder, Rock Capital Ltd. Rock Capital Ltd is owned and controlled by the Company's Chairman and CEO, Dr. Lin Kok Peng. In addition to the operating expenses, the Company is currently finalizing a strategic acquisition of advanced energy technologies and renewable/alternative energy projects. These strategic acquisitions are expected to be funded through a combination of cash and stock. Near-term cash requirements are and will be met by HDAI's principal shareholder, Rock Capital Ltd and Lin Kok Peng..
The Company's continuation as a going concern is dependent on its ability to obtain additional financing to fund operations, implement its business model, and ultimately, to attain profitable operations. The Company will need to secure additional funds through various means, including an acquisition, equity and debt financing or any similar financing. There can be no assurance that the Company will be able to obtain additional debt or equity financing, if and when needed, on terms acceptable to the Company, or at all. Any additional equity or debt financing may involve substantial dilution to the Company's stockholders, restrictive covenants or high interest costs. The Company's long-term liquidity also depends upon its ability to generate revenues and achieve profitability.
The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Related Party Activity (Details Narrative) - USD ($) |
9 Months Ended | ||
---|---|---|---|
Sep. 30, 2015 |
Sep. 30, 2014 |
Dec. 31, 2014 |
|
Notes to Financial Statements | |||
Due To Related Party | $ 471,283 | $ 3,040 | |
Advances from related party | $ 468,243 |
Subsequent Events (Details Narrative) - $ / shares |
Sep. 30, 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 | 250,000,000 | 500,000,000 | |
Par value of Preferred shares | $ 0.10 | $ 0.10 | $ 0.10 |
Original number of Preferred shares | 1,000,000 | ||
Preferred stock increase in shares | 10,000,000 |
Statements of Cash Flows - USD ($) |
9 Months Ended | |
---|---|---|
Sep. 30, 2015 |
Sep. 30, 2014 |
|
OPERATING ACTIVITIES: | ||
Net (Loss) | $ (131,765) | $ (22,253) |
Adjustments to reconcile decrease in net loss to cash provided by operating activities: | ||
Expenses paid by shareholder | $ 6,406 | |
Gain on settlement of debt | $ (664) | |
Increase (Decrease) in accounts payable | $ (16,520) | 20,037 |
Increase in interest payable | $ 1,552 | |
Cash used in operating activities | $ (141,879) | |
Financing Activities: | ||
Common stock proceed | 17,554 | |
Advances from related parties | 468,243 | |
Net cash provided from financing activities | 485,797 | |
Effect of exchange rate on cash | (1,455) | |
Net increase in cash | $ 342,463 | |
Cash at beginning of period | $ 539 | |
Cash at end of period | $ 342,463 | $ 539 |
Supplemental disclosure information: | ||
Cash paid for taxes | ||
Interest paid for taxes |
Subsequent Events |
9 Months Ended |
---|---|
Sep. 30, 2015 | |
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. |