UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 333-207095

Eco Energy Tech Asia, Ltd.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	47-3444723
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

Unit 503, 5/F, Silvercord Tower 2,

30 Canton Road, TST,

Kowloon, Hong Kong.

(Address of Principal Executive Offices and Zip Code)

(852) 91235575

Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

(Title of Each Class)	(Name of Each Exchange on Which Registered)
Common Stock, par value $0.001 per share	Over the Counter Electronic Bulletin Board

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☒	Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: Approximately $1,340,027.

As of April 12, 2019, there were outstanding 50,567,054 shares of the registrant’s common stock, par value $0.001 per share.

DOCUMENTS INCORPORATED BY REFERENCE

Certain documents contained in our Registration Statement on Form S-1, as amended, SEC File No. 333-207095, and declared effective on November 12, 2015, are hereby incorporated by reference.

TABLE OF CONTENTS



	Page
PART I	5

Item 1. Business	5

Item 1A. Risk Factors	12

Item 1B. Unresolved Staff Comments	13

Item 2. Properties	13

Item 3. Legal Proceedings	13

Item 4. Mine Safety Disclosures	13

PART II	14

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14

Item 6. Selected Financial Data	14

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 7A. Quantitative and Qualitative Disclosures About Market Risk	21

Item 8. Financial Statements and Supplementary Data	21

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	22

Item 9A. Controls and Procedures	22

Item 9B. Other Information	23

PART III	24

Item 10. Directors, Executive Officers and Corporate Governance	24

Item 11. Executive Compensation	26

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	26

Item 13. Certain Relationships and Related Transactions, and Director Independence	27

Item 14. Principal Accountant Fees and Services	27

PART IV	28

Item 15. Exhibits and Financial Statement Schedules	28

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements” that involve substantial risks and uncertainties. The statements contained in this Annual Report on Form 10-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, including, but not limited to, statements regarding our expectations, beliefs, intentions, strategies, future operations, future financial position, future revenue, projected expenses, and plans and objectives of management. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “continue,” “objective,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. These forward-looking statements reflect our current views about future events and involve known risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievement to be materially different from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section entitled “Risk Factors” included in this Annual Report on Form 10-K. Furthermore, such forward-looking statements speak only as of the date of this Annual Report on Form 10-K. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. We qualify all of our forward-looking statements by these cautionary statements. In addition, the industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” These and other factors could cause our results to differ materially from those expressed in this Annual Report on Form 10-K.

Unless otherwise indicated, information contained in this Annual Report on Form 10-K concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity, and market size, is based on information from various sources, on assumptions that we have made that are based on those data and other similar sources, and on our knowledge of the markets for our services. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions, and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors” and elsewhere in this Annual Report on Form 10-K. These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us.

Unless the context otherwise requires, references in this Annual Report on Form 10-K to the “company,” “our company,” “we,” “us,” and “our” refer to Eco Energy Tech Asia, Ltd. and, when appropriate, its subsidiaries.

PART I

ITEM 1.

BUSINESS

Overview

Eco Energy Tech Asia, Ltd. (the “Company” “we” or “us”) is a development stage company. We were incorporated under the laws of the state of Nevada on January 20, 2015. To date we have not generated any revenues. We have developed a proprietary growing system that designs and builds custom biodomes ranging in size appropriate for global commercial agricultural concerns as well as small local producers; delivering greater yields per meter than traditional single level greenhouse operations resulting from our multi-tier/multi-level growing system which permits us to grow a greater number of plants. Our fiscal year end is December 31.

On February 27, 2015, we entered into a Share Exchange Agreement to acquire 100% of the outstanding capital stock of Eco Energy Tech Asia, Ltd. (“EETA”), a Hong Kong corporation formed on December 27, 2012. Pursuant to the Share Exchange Agreement, we issued 20,000,000 shares of our common stock to the sole shareholder of EETA in exchange for 1,000,000 ordinary shares of EETA. The sole shareholder of EETA, Yuen May Cheung, is also our Chief Executive Officer, President and sole Director. EETA is also the owner of 82.4% of the common stock of 7582919 Canada, Inc., a corporation originally formed pursuant to the laws of British Columbia, Canada on June 21, 2010, as Renergy Foods Canada, Inc. On March 6, 2012, Renergy Foods Canada, Inc. changed its name to NuAgri, Inc. On October 1, 2013, NuAgri, Inc. changed its name to 7582919 Canada, Inc.

We have developed a proprietary growing system that designs and builds custom biodomes ranging in size appropriate for global commercial agricultural concerns as well as small local producers; delivering greater yields per meterthan traditional single level greenhouse operations as a result of our multi-tie/multi-level system which permits us to grow a greater number of plants. By avoiding a traditional, low-profit commoditized monoculture environment, we can increase profitability by selling a higher yielding and diversified range of high-profit niche produce.

Our proprietary biodomes are environmentally friendly and can be located anywhere, including in the most climatically inhospitable areas. The Company’s technologies provide the ability to grow high margin produce for twelve (12) months of the year, with faster growing times and cost-effective energy management. As a result, clients will experience faster capital payback, enhanced profitability and compelling, consistent revenue growth.

Marketing Overview

We are in the process of building a sales organization to penetrate established markets with multiple product lines to sell Biodomes to property developers, and commercial growers; sell propagation services to commercial growers; sell produce to restaurants, hotels, supermarkets, and greengrocers as well as direct to consumers.

We will establish partnerships with local (supermarket) food retailers, which can locate directly below a Biodome’s production area. In such an arrangement, local retailers will make product purchase commitments with the dome operators.

Product Overview

● Turnkey Biodomes

We design and build climate-controlled Biodomes with Vertical Aeroponic Growing Cabinets that markedly increase yields and mitigates the risks associated with growing vegetables, herbs, microgreens, and fruits.

● Micropropagation Services

● Karma Verdi Brand: Local. Everywhere.

Background

The following few key global issues shape our business model for the foreseeable future.

Increasing Populations

With no change to the 1.14%1 annual growth rate, the current world population of 6.79 billion people will double over the next 61 years to 13.6 billion. Realistically, and according to projections, the world population will continue to grow until at least 2050, with the population reaching 9 billion in 2040.2 Most of this growth will take place in developing nations.

Energy Inflation

For the developed world, conventional food production and distribution requires a tremendous amount of energy. Besides fueling farm machinery and transporting food, significant energy goes towards the production of artificial fertilizers and pesticides, and to the processing, packaging, and storing of food. Because commercial growers have evolved to depend upon the use of low-cost rural land, inefficient greenhouses, and low-cost fossil fuels to supply food to urban centers, they have not been designed to deal with the potential problems associated to energy inflation. Over time, and with an annual rate of 7.33% energy inflation, this inherent inefficiency in food production and distribution has resulted in increased food prices. Extrapolating the 7.33% rate of inflation, energy costs are likely to double in the next ten years.

__________________________

1 Wolfram Alpha data worldwide

2 International Data Base (IDB) — World Population, and World Population Clock — Worldometers.

3 Wolfram Alpha data for the United States

Global Warming / Climate Change

With global warming and climate change, predictions4 call for the frequency of warm spells or heat waves to increase over most land areas. Other likely changes include an increase in the number of areas that will be affected by drought, floods, and tropical storm activity, all of which will have a negative impact on agricultural activities and result in increased food prices.

Food Inflation

With increasing populations, energy costs, and climate change, the current annual rate of 1.84%5 per year is likely to increase significantly: In all likelihood, this rate of inflation will likely increase to match the higher rate of energy inflation.

Consumer Food Choice Trends

Four primary food choice trends exist in today’s market:

●

Health and wellness – an aging population increasingly focused on health awareness is creating a demand for chemical-free foods, functional foods, nutraceuticals, and treating food as medicine.

●

Convenience – with a faster pace of lifestyle, smaller households, a higher rate of women working, and time becoming a more valuable resource, there is a growing demand for smaller portions of prepared foods.

●

Value – with an increasingly educated and sophisticated consumer, there is a growing demand for premium private label products. With increasing income distribution and gaps, and declining food expenditure share, there is growing price consciousness of lower income consumers.

●

Pleasure - As populations in developing countries increase, new immigrants are replenishing the declining populations in developed countries. This trend is creating an increasing demand for ethnic and exotic foods. In addition, consumers are increasingly looking for more variety in the taste of their food. Due to the fact that they want to be indulgent and guilt-free, they are seeking more healthy foods

______________________________________________________________________

4 Intergovernmental Panel on Climate Change. "Summary for Policymakers". In Solomon 2007.

5 Wolfram Alpha data for the United States

Our Products

EcoEnergy provides sustainable horticultural solutions that will allow commercial growers to achieve higher yields, stable year-round production and significantly improve their operational performance. Productivity and cost-efficiency are enhanced through a marked reduction of inputs, energy consumption, waste and pollution. These solutions include the following proprietary products and services:

Turnkey Biodomes

Micropropagation Services

We intend to provide commercial growers worldwide with the highest quality, certified disease free, high-yielding plantlets grown in a closed-controlled environment from both seeds and cuttings obtained by micropropagation. EcoEnergy intends to incorporate a state-of-the-art plant biotechnology/ micropropagation laboratory into a warehouse and its second demonstration Biodome; and by applying the latest in modern plant tissue culture methods. Revenues will be generated from the sale of plantlets.

Karma Verdi Brand: Local. Everywhere

We intend to develop a global network of small commercial growers interested in contract growing for the Karma Verdi Brand. This brand will differentiate itself by growing produce locally so it is fresh, and where possible, alive to increase shelf life for both retailers and consumers year-round. The revenues of growers and retailers benefit from higher out-of-season prices. The Company is also developing the KarmaVerdi.com website to process orders for this international network of growers and to promote the Brand, consisting of a diversified range of fruits, herbs, microgreens, and vegetables. Social media assets, the website, and print-on-demand eBooks will be used to promote recipes, chefs, and restaurants that use Karma Verdi produce. Revenues will be generated from the sale of Karma Verdi – branded material as well as distribution and processing fees.

Technologies

EcoEnergy Biodome

One of our principal objectives is to provide food producers with the opportunity of growing high-quality food crops year-round – even in heavily populated urban environments. For this purpose, we have developed several design versions of an insulated, efficient hi-tech plant sheltering structures called “EcoEnergy Biodomes”. These custom Biodomes may be configured as single-level or as two-story structures, depending on the requirements of the end user and the necessary technical degree of sophistication. A two-story version can, for instance, incorporate a retail floor and a crop cultivation floor. Our initial demonstration Biodome consists of a growing level, a laboratory floor, and a test retail area.

There are a number of architectural and environmental features, which set EcoEnergy Biodomes apart from most conventional (monoculture-type, petrochemically-intensive) greenhouses. In the paragraphs below, we discuss a number of environmental and biological aspects as they relate specifically to the creation of ideal crop growing conditions in EcoEnergy Biodomes.

First, a discussion of some of the architectural benefits of the EcoEnergy Biodomes that pertain largely to the extensive use of a cladding material called ETFE (Ethylene tetrafluoroethylene). This product is a lightweight, high-strength, low-cost, transparent non-petroleum based plastic with a number of remarkable properties:

ETFE has a significantly longer lifespan of up to fifty (50) years than the frequently used poly sheets, which need to be replaced every three (3) to four (4) years. At the same time, among a wide range of common cladding materials used in greenhouses, ETFE film ranks highest in terms of plant growth enhancing light transmittance (both for direct and for diffuse light), allowing transmission of up to 95% all light frequencies. ETFE weighs only 1% as much as glass, making for considerable material savings from a structural perspective. The non-stick characteristics of ETFE make it low maintenance and virtually self-cleaning. With a wide service temperature range of between -200° to +150° C, ETFE is extremely resistant to tearing, weathering, solvents and chemicals. It is also extremely flexible and can stretch up to 200% before breaking. Furthermore, ETFE is low flammable and self-extinguishing. In contrast to many other plastics, specifically those used to cover non-glass greenhouses, ETFE is not a petrochemical derivative (i.e. no solvents or additives are used in the water-based manufacturing process) and can be fully recycled. When fashioned into so-called “pneumatic pillows” (which may consist of three layers of 100 micron sheets of ETFE welded together with specialized welding equipment), a significant solar gain can be achieved inside EcoEnergy Biodomes: ETFE in a triple-layered pillow configuration achieves a U-value of approximately 1.95 W/m2K, considerably better than triple glazing. Pneumatic ETFE pillows can be filled with air and kept inflated at pressures of 200 and 600 Pascal’s. Gauges and electronic switches are used to monitor and automatically activate low-power electrical fans connected to the pillows to maintain air pressure. Maintaining air pressure (rather than creating air flow) markedly lowers energy consumption. As well, the air pressure in the pillows pre-stresses them to withstand external loads, such as snow and wind. EcoEnergy will use ETFE pillows as cladding for its Biodomes with the pillows held in place by aluminum keder tracks and compression plates. Structural movement is absorbed within each panel.

A significant architectural feature of EcoEnergy Biodomes is that they are largely sealed and equipped with air-lock doors. These features limit the venting of carbon dioxide (which is added as a plant growth accelerant) and keep insects and pathogens out.

Plant Lighting

For optimal photosynthesis, plants require specific types and amounts of light. Inadequate lighting may stunt growth and compromise the taste of produce. EcoEnergy Biodomes are designed to use full spectrum diffused light in order to optimize plant yields.

When natural light is not sufficiently available, EcoEnergy Biodomes will supplement with artificial light. Amongst other technologies, sulphur plasma lights will be used. Researchers at Wageningen University in the Netherlands reported that sulphur plasma lights produced young cucumber plants that are 64% heavier than those grown under a SON-T-light, a light source traditionally used in the horticultural industry.

Sulphur plasma lamps provide a true, full spectrum light similar to that of sunlight. Sulphur plasma light is low in infrared energy; less than 1% of the spectrum is ultraviolet light. As much as 75% of the emitted radiation is in the visible spectrum, far more than with other types of lamps. Sulphur plasma lamps are between 25% and 100% more efficient than any other artificial source of high quality white light.

Together with a leading Dutch plant lighting scientist, we will be testing a range of lighting options including LED lights to gain first-hand experience in this crucial field.

Plant Biotechnology and Micropropagation Laboratory

Our demonstration Biodome will house a state-of-the-art plant biotechnology / micropropagation laboratory to be located on the lower floors of the structure. This well-equipped lab will serve numerous purposes, including the study of seed physiology and germination patterns, the assessment of crop growth performance (physiology, biochemistry), the quality and health control of foods grown (microbiology), the formulation and testing of dry blend and liquid solution fertilizers, and the optimization of aeroponics nutrient delivery mechanisms. Further, the laboratory will also serve to address, test, and resolve post-harvest and packaging issues, and finally to assess the potential of new crops, such as micro-greens. A significant section of the laboratory will be devoted to the micropropagation of plants. The result will be large quantities of disease-free crops of superior quality for ensuing cultivation in EcoEnergy Biodomes, as well as for sale to the wider market. The most promising crops currently under consideration for in vitro micropropagation include strawberry, raspberry, blackberry, potato, culinary herbs (e.g., oregano, thyme, French tarragon), spices (Wasabi, Horseradish), and medicinal plants (such as Goldenseal and Seabucktorn). Specific protocols for the micropropagation of such crops will be developed and refined. Plants with nutraceutical potential (e.g., the sugar replacement plant “Stevia”) will also be addressed.

A key design objective of the laboratory is that it allows micropropagation to be scaled up rapidly. We will be able to respond quickly and efficiently to an anticipated increase in market demand for its high quality propagated juvenile plants.

Growing Cabinets

We have developed a proprietary aeroponics growing cabinet in which crops of various sizes can be cultivated vertically in multiple layers. This growing arrangement increases plant density. Based on a variety of plant sizes, a EcoEnergy Biodome will hold between 200,000 and 600,000 plants, all in a footprint comprising less than a third of an acre (which is roughly equivalent to 1/10 ha). At a very basic level, we can differentiate two main types of roots: (1) Burrowing roots that serve to anchor the plant; and (2) Fine root hairs through which plants absorb most of the water and nutrients they require.

When growing in the soil, plant root systems need to seek out nutrients and water in what is typically a very hostile, competitive environment characterized by limited, local, and highly variable nutrient availability. In contrast, in a soilless environment, plants do not need to develop an extensive system of burrowing roots to access nutrients. EcoEnergy's growing cabinets optimize plant growth by providing ideal conditions – a dark, oxygenated environment where nutrients are delivered in a spray with the perfect droplet size consisting of less than 5 microns. In such an environment, plants can put all of their energies directly into the development of healthy fine root hairs, which optimize nutrient uptake and accelerated plant growth.

Furthermore, our growing cabinet design addresses a problem that has limited the commercial use of aeroponics nutrient systems: blocked nozzles. We intend to file a patent that bypasses the problem of blocked nozzles, paving the way for widespread commercial adoption of our solution.

Nutrient Solution

Conventional soil-based agriculture may use anywhere from 200 to 400 liters of water to produce a single kilogram of tomatoes. In a hydroponic horticulture in a typical greenhouse, the same quantity of tomatoes would require 70 liters of water. However, with our aeroponic system, less than 20 liters of water will be required to produce a kilogram of tomatoes.

We will market a naturally derived nutrient solution to grow healthy and tasty produce rich in nutrients. The basic nutrients required for plant growth are divided into two main categories:

	●	Macronutrients: Nitrogen, calcium, potassium, magnesium, phosphorus, and sulphur; and;
	●	Micronutrients: Iron, zinc, molybdenum, selenium, manganese, boron, copper, cobalt, and chlorine.

We have developed and market a nutrient solutions formulated specifically for each Biodome crop.

Biodome Control Systems

EcoEnergy Biodomes use sophisticated control technologies, which automatically monitor and adjust plant growth parameters twenty-four hours a day, seven days a week.

In alphabetical order, control systems include:

	●	Artificial Light Control System: Measures available light conditions and automatically switches supplemental lighting on/off, when necessary;
	●	Carbon Dioxide Control System: Monitors and automatically adjusts carbon dioxide levels for optimal plant growth when the Biodome is sealed;

	●	Climate Control System: Monitors a variety of climate control parameters, automatically activating the appropriate HVAC equipment in order to heat, cool, or dehumidify the Biodome;
	●	Energy Control System: Monitors both the availability and energy requirements in the Biodome;
	●	ETFE Control System: Measures parameters such as interior and exterior temperatures, wind velocity, and snow loads and automatically inflate or deflate the Biodomes pneumatic ETFE pillows in order to maintain structural integrity and interior climate conditions.

	●	Nutrient Control System: Monitors, activates and maintain the release of plant nutrients and oxygen;
	●	Plant Productivity System: Monitors, manages, and forecasts crop growing / harvest parameters;

●

Video Monitoring System: Monitors and activates video cameras in and around the Biodome.

The Opportunity

We have identified a number of needs that if addressed cost-effectively, provide a significant opportunity to support a commercially viable business.

Growing Environment to Supply Local Markets

With transportation and food distribution costs expected to rise in the foreseeable future and with consumers increasingly interested in buying locally, there is an opportunity to supply growing environments such as the EcoEnergy Biodome to commercial growers within or close to urban markets. As costs associated to food distribution increase over time, more consumers will become interested in supporting local growers.

Growing Environment with a Smaller Footprint

With increasing populations and migration to urban areas, land costs in and around urban areas are expected to continue to rise over the coming decades. Because energy and food costs and demand are expected to rise in the foreseeable future, there is an opportunity to supply commercially viable growing environments that occupy a smaller footprint that is located in or around urban areas.

More Productive Year-Round Growing Environment

With climate change the increased risk of draughts, floods, and cold and hot temperatures will continue to impact the availability of food year-round. As a result, there is a significant opportunity to supply a growing system such as the EcoEnergy Biodome that can grow produce year-round, provide more crops per year, and enjoy the profits associated with out-of-season production. In addition, there is an opportunity to supply Biodomes to areas not traditionally used to grow fresh produce because of inhospitable climate.

Healthier Growing Environment

With climate change and the consequential adverse weather conditions expected to compromise food security, there is an opportunity to supply Biodomes that can be controlled to provide a healthier growing environment that limits exposure to pathogens, root rot, humidity, fungi, algae, and excessive cold or heat.

Improved Growing System

With the increased cost of land and need to generate profits, there is an opportunity to supply growing systems to commercial farmers that will achieve higher plant densities than currently available, allow the development of healthier roots, and that use less water and nutrient solution.

Healthier and Diversified Range of Niche Products

Because commercial growers are continuously seeking ways to maximize yields, and because healthy plants require healthy seedlings, there is an opportunity to supply commercial growers with seedlings that are warranted to be disease-free and pathogen-free. In addition, there is an opportunity to supply a diversified range of seedlings that are simply not commercially available.

Lower Cost Branding Solution for Local Suppliers

Smaller commercial growers cannot afford to brand their produce in the same way as larger commercial growers that have sophisticated websites that incorporate social media, professional packaging designs, and access to shelf space in supermarkets. As a result, there is an opportunity to allow smaller commercial growers to market their produce under a shared brand. This eventuality is accomplished by allowing smaller commercial growers to grow under contract for EcoEnergy Foods and to market produce directly under the Karma Verdi Brand.

Target Markets

Today, an increasing number of (urban) food consumers want to know where their food is produced and are thus concerned about aspects such as the environmental impacts of food production, carbon footprints, and sustainability. Our turnkey urban agriculture system will appeal to a growing number of entities that wish to tap into this consumer market trend:

Commercial Growers

Commercial growers represent our largest target market; all of our products and services should appeal to segments of this large, diverse market.

Eco Business Opportunities	Potential Opportunities for Eco to Market:
Turn-Key Biodomes	Yes
Soilless Growing Systems & Supplies	Yes
Greenhouse Retrofits	Yes
Micropropagation Services	Yes
Production & Sale of Biodome-Grown Produce/Herbs/Specialty Crops	Yes
Karma Verdi Brand	Yes

Competition

Our competitive research shows that few players are developing integrative, interdisciplinary approaches that match challenging goals of plant science with hands-on, commercial growing methods specifically for the urban agriculture context.

A handful of direct competitors address indoor vertical farming methods (mostly hydroponics), growing produce on city rooftops, or bringing plant life to abandoned industrial buildings. While vertical soilless growing systems are being developed in various configurations, work is often limited to low-margin leafy greens rather than tackling more challenging and profitable crops.

Many of our competitors are well established, have longer-standing relationships with customers and suppliers, greater name recognition and greater financial, technical and marketing resources. As a result, these competitors may be able to respond more quickly and effectively than we can to new or changing opportunities or customer requirements. Existing or future competitors may develop or offer products that provide price, service, number or other advantages over those we intend to offer. If we fail to compete successfully against current or future competitors with respect to these or other factors, our business, financial condition, and results of operations may be materially and adversely affected.

Our Competitive Advantage

Biodomes versus Traditional Greenhouses

Most suppliers provide a single floor greenhouse design that has benefitted from small incremental design improvements over the last forty years. However, these design changes have not addressed fundamental design flaws that impact on the viability and profitability of commercial growing operations.

Greenhouses invariably use glass that requires shade cloths to diffuse light and minimize heat buildup in summer, and are extremely expensive to heat in winter. In some areas, greenhouse operations cannot operate in winter months because the cost of heating is too high. When heat levels rise, hot air along with carbon dioxide used to optimize plant growth is vented out of the greenhouse. Because they are not sealed, greenhouses are susceptible to pest and pathogen invasion. When using a positive pressure to minimize the presence of pathogens and pests, higher energy costs ensue.

In creating a microclimate around the plants, a few patented designs achieve the benefit of delivering optimum air quality to plants. However, because these systems use traditional greenhouse designs, pathogens and pests are not guaranteed to be kept out.

EcoEnergy Biodomes are sealed, grow areas do not require venting, are extremely well insulated, filtered and designed to diffuse light.

Growing Systems

Most traditional greenhouse operations grow plants on horizontal surfaces; train plants to grow upwards, and may suspend plants to form multiple layers. Because artificial lighting solutions are so costly, lights are placed high above the plants to maximize coverage. This characteristic compromises the taste of produce. Growing horizontally is not an efficient use of space.

An emerging and increasing number of companies are commercializing their vertical growing systems.

Our Aeroponic Growing System allows plants to grow on multiple layers, positions lights closer to the plants, creates an ideal micro climate for plants, and delivers light directly to leaves. In addition, the aeroponic nutrient delivery system oxygenates plant roots, delivers optimum droplet size for nutrient uptake, and only uses 20% of water and nutrients used by hydroponic systems.

Property and Facilities

Our Hong Kong business office is located at Unit 503, 5F Silvercord Tower 2, 30 Canton Road, TST, Kowloon, Hong Kong. This office is provided to us by our Chief Executive Officer, President and Director, Yuen May Cheung, at no cost to our Company. Through our Canadian subsidiary, 7582919 Canada Inc., we own a parcel of land at 4174 184th Street, Surrey, British Columbia, Canada (the “Land”). On July 5, 2017, 7582919 Canada, Inc. (“7582919”), a subsidiary of the Company, consummated the sale of a parcel of real property located at 4174 184th St., Surrey, British Columbia V3Z 1B7, Canada. The purchase price was $1,650,000 (CN). 7582919 received $1,000,868.70 (CN) after deduction for payment of the outstanding mortgage, real estate commissions, and other related closing expenses.

Dependence on One or a Few Major Customers

We do not anticipate dependence on one or a few major customers for at least the next twelve (12) months or the foreseeable future.

Environmental Regulations

Environmental regulations have had no materially adverse effect on our operations to date, but no assurance can be given that environmental regulations will not, in the future, result in a curtailment of service or otherwise have a materially adverse effect on our business, financial condition or results of operation. Public interest in the protection of the environment has increased dramatically in recent years. The trend of more expansive and stricter environmental legislation and regulations could continue. To the extent that laws are enacted or other governmental action is taken that imposes environmental protection requirements that result in increased costs, our business and prospects could be adversely affected.

Patents, Trademarks and Licenses

We currently do not have any patents or trademarks; and we are not party to any license, franchise, concession, or royalty agreements or any labor contracts.

Employees

In addition to our three (3) executive officers, we currently have five (5) part time employees.

We file reports with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any other filings required by the SEC. The public may read and copy any materials we file with, or furnish to, the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

ITEM 1A.

RISK FACTORS

This information is not required as a result of our status as a “small business issuer.”

ITEM 1B.

UNRESOLVED STAFF COMMENTS

We have no unresolved staff comments.

ITEM 2.

PROPERTIES

ITEM 3.

LEGAL PROCEEDINGS

As of the date of this report, we know of no material pending legal proceedings to which we are a party or of which any of our property is the subject. There are no proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock has been quoted on the OTCQB under the symbol "EYTH. Prior to July 5, 2016, there was no active market for our common stock.

The market for our common stock is limited and can be volatile. The following table sets forth the high and low bid prices relating to our common stock on the OTCQB on a quarterly basis for the periods indicated, as reported by OTC Markets Group. The quotations reflect interdealer prices, without retail markup, markdown or commission, and may not represent actual transactions.

Year Ended December 31, 2017	High	Low
Quarter ended March 31, 2017	$8.00	$8.00
Quarter ended June 30, 2017	$8.00	$1.70
Quarter ended September 30, 2017	$2.80	$0.38
Quarter ended December 31, 2017	$0.60	$0.06
Year Ended December 31, 2018
Quarter ended March 31, 2018	$0.17	$0.052
Quarter ended June 30, 2018	$0.18	$0.021
Quarter ended September 30, 2018	$0.059	$0.0225
Quarter ended December 31, 2018	$0.04	$0.022

The last reported bid price of our common stock on the OTCQB on April 12, 2019, was $0.04.

Dividend Policy

We have never declared or paid, and do not anticipate declaring or paying in the foreseeable future, any cash dividends on our capital stock. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then existing conditions, including our operating results, financial condition, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.

Equity Compensation Plan Information

None

Recent Sales of Unregistered Securities

(a)

During the year ended December 31, 2018, the Company issued 8,108,297 shares of common stock for proceeds of $704,002.

(b)

On July 1, 2018, the Company issued 10,000,000 shares of common stock with a fair value of $410,000 to settle $500,000 owed to the President of the Company. This resulted in a gain on settlement of debt of $90,000.

(c)

On September 13, 2018, the Company issued 8,000,000 shares of common stock with a fair value of $416,000 to settle $300,000 owed to the President of the Company. This resulted in a loss on settlement of debt of $116,000.

(d)

During the year ended December 31, 2017, the Company issued 24,458,757 shares of common stock for proceeds of $1,408,834.

All investors were non-US residents and the issuances were issued in a private placement exempt from registration pursuant to Regulation S under the Securities Act of 1933.

Issuer Purchases of Equity Securities

None

ITEM 6.

SELECTED FINANCIAL DATA

Not Applicable

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and accompanying notes appearing elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements, based upon our current expectations and related to future events and our future financial performance, that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth elsewhere in this Annual Report on Form 10-K.

Plan of Operations

Company Summary

Eco Energy Tech Asia, Ltd. is a development stage company. We were incorporated under the laws of the state of Nevada on January 20, 2015. We have developed a proprietary growing system that designs and builds custom biodomes ranging in size appropriate for global commercial agricultural concerns as well as small local producers; delivering greater yields per meter than traditional single level greenhouse operations resulting from our multi-tier/multi-level growing system which permits us to grow a greater number of plants. Our fiscal year end is December 31.

On February 27, 2015, we entered into a Share Exchange Agreement to acquire 100% of the outstanding capital stock of Eco Energy Tech Asia, Ltd. (“EETA”), a Hong Kong corporation formed on December 27, 2012. Pursuant to the Share Exchange Agreement, we issued 20,000,000 shares of our common stock to the sole shareholder of EETA in exchange for 1,000,000 ordinary shares of EETA. The sole shareholder of EETA, Yuen May Cheung, is also our Chief Executive Officer, President and sole Director. EETA is also the owner of 92.40% of the common stock of 7582919 Canada, Inc., a corporation originally formed pursuant to the laws of British Columbia, Canada on June 21, 2010 as Renergy Foods Canada, Inc. On March 6, 2012, Renergy Foods Canada, Inc. changed its name to NuAgri, Inc. On October 1, 2013, NuAgri, Inc. changed its name to 7582919 Canada, Inc.

Our business offices are currently located at Unit 503, 5/F Silvercord Tower 2, 30 Canton Road TST, Kowloon, Hong Kong. Our telephone number is (852) 91235575.

We have three (3) executive officers, Yuen May Cheung, our Chief Executive Officer and President, Philip K.H. Chan, our Chief Financial Officer, and Thomas Colclough, our Chief Operating Officer. Yuen May Cheung is our sole Director.

We are a development stage company that has generated no revenues and has had limited operations to date. From January 20, 2015 (date of inception) to December 31, 2018, we have incurred accumulated net losses of $5,620,946. As of December 31, 2018, we had $97,118 in current assets and current liabilities of $3,493,602. Through December 31, 2018, we have issued an aggregate of 50,567,054 shares of our common stock since our inception. We issued 20,000,000 shares of our common stock pursuant to the Share Exchange Agreement on February 27, 2015, and we issued a total of 650,000 shares to 41 separate foreign shareholders on April 24, 2015, pursuant to a private placement of our common stock exempt from registration under Regulation S of the Securities Act of 1933, for total proceeds of approximately $6,500. On May 20, 2016, we issued 1,021,600 shares of our common stock to five foreign (5) shareholders, pursuant to a private placement of our common stock exempt from registration under Regulation S of the Securities Act of 1933, at a price of $0.10 per share, for an aggregate value of $102,160. On May 31, 2017, the Company issued 6,930 shares of common stock to ten foreign (10) shareholders, pursuant to a private placement of our common stock exempt from registration under Regulation S of the Securities Act of 1933, at a price of $1.00 per share, value of $6,930. On July 5, 2017, July 18, 2017, August 1, 2017, August 18, 2017 and September 1, 2017, the Company issued 21,110 shares, 60,250 shares, 310,751 shares, 2,000 shares and 70,440 shares respectively of common stock to total thirty-six foreign (36) shareholders, pursuant to a private placement of our common stock exempt from registration under Regulation S of the Securities Act of 1933, at a price of $1.00 per share, value of $464,551. On October 1 and November 1, 2017, the Company issued 1,661,188 shares and 654,488 shares respectively of common stock to total one hundred and thirty-one foreign (131) shareholders, pursuant to a private placement of our common stock exempt from registration under Regulation S of the Securities Act of 1933, at a price of $1.00 per share, value of $843,283. During the year ended December 31, 2018, the Company issued 8,108,297 shares of common stock for proceeds of $704,002. On July 1, 2018, the Company issued 10,000,000 shares of common stock with a fair value of $410,000 to settle $500,000 owed to the President of the Company. This resulted in a gain on settlement of debt of $90,000. On September 13, 2018, the Company issued 8,000,000 shares of common stock with a fair value of $416,000 to settle $300,000 owed to the President of the Company. This resulted in a loss on settlement of debt of $116,000.

As of December 31, 2018, there were 50,567,054 shares of common stock issued and outstanding.

On July 5, 2017, 7582919 Canada, Inc. (“7582919”), a subsidiary of the Company, consummated the sale of a parcel of real property located at 4174 184th St., Surrey, British Columbia V3Z 1B7, Canada. The purchase price was $1,650,000 (CN). 7582919 received $1,000,868.70 (CN) equivalent to $1,261,984 and got a gain on disposal of $670,915 after deduction for payment of the outstanding mortgage, real estate commissions and other related closing expenses.

Our Business

Eco Energy Tech Asia, Ltd. is and end-to-end vertical farming provider that manufactures the highest quality Biodomes for vertical commercial growing solutions. The solutions include the following proprietary goods and services: Biodomes: We develop proprietary growing systems using original designs and also install different sizes of custom built Biodomes. These microgreen Biodomes enable diverse crops, vegetables and other high-end plants to be cultivated within smaller spaces than traditional greenhouses and agricultural buildings. The Biodomes for vertical farming and microgreen practice enables large and small producers to produce crops that would typically require more space, costs, and time. Our Biodomes and growing systems can deliver yields per meter of at most five times the production point of a conventional greenhouse operation. The products comprise of two systems: the containers and Biodome.

Expenditures

The following chart provides an overview of our budgeted expenditures by significant area of activity over the next twelve (12) months, assuming we are able to attract sufficient debt or equity financing. There can be no assurance that we will be able to attract financing and we may be required to scale back operations accordingly.

The following table outlines the planned use of working capital and does not take Inventory expenses into account. If we are able to attract sufficient debt or equity financing and are successful in securing manufacturing facilities for BioDomes and are able to secure orders, we will need to secure inventory financing. There can be no assurance that such financing will be available to us, and our inability to obtain such financing would materially impact our ability to execute our business plan as outlined in this Report.

	Months 1-3	Months 4 - 6	Months 7-9	Months 10-12	Total 12 months
Rental	$30,000	$30,000	$30,000	$30,000	$120,000
Payroll	$80,000	$80,000	$100,000	$120,000	$380,000
Loans	$5,000	$5,000	$5,000	$5,000	$20,000
Supplies	$50,000	$45,000	$40,000	$40,000	$175,000
Utilities	$12,000	$15,000	$18,000	$25,000	$70,000
Accounting	$10,000	$10,000	$10,000	$10,000	$40,000
Legal	$15,000	$9,000	$9,000	$9,000	$42,000
Auditing	$6,000	$6,000	$6,000	$6,000	$24,000
CFO	$15,000	$15,000	$15,000	$15,000	$60,000
VP Sales	$18,000	$21,000	$21,000	$21,000	$81,000
Consulting	$5,000	$5,000	$5,000	$5,000	$20,000
Project Management	$12,000	$12,000	$12,000	$12,000	$48,000
Product Development	$50,000	$40,000	$40,000	$40,000	$170,000
Engineering	$30,000	$30,000	$15,000	$15,000	$90,000
Mechanical	$50,000	$50,000	$30,000	$30,000	$160,000
Electrical	$30,000	$40,000	$40,000	$50,000	$160,000
Software	$30,000	$20,000	$20,000	$20,000	$90,000
Marketing	$15,000	$20,000	$30,000	$50,000	$115,000
Advertising	$50,000	$100,000	$150,000	$200,000	$500,000
Promotion	$50,000	$60,000	$80,000	$120,000	$310,000
Investor Relations	$60,000	$80,000	$100,000	$150,000	$390,000
Total Expenditures	$623,000	$693,000	$776,000	$973,000	$3,065,000

Milestones

Months 1 through 3

During the first three (3) months we plan to:

	o	Development on the New Solar Biodome and Bio Container with solar energy factories in China
	o	Apply the application of the trademark of the Biodome mobile App
	o	Complete for Trademark registration in China and process the application of patent in
	o	Enter into contract with a factory and the contractor for the first Solar Biodome development in China
	o	Setting up the sale team for the Canada Office
	o	Hire three engineering staff in China

Biodome II

We design and build climate-controlled Biodomes with Vertical Aeroponic Growing Cabinets that mitigate the risks associated with growing vegetables, herbs, microgreens, and fruits. Biodome can be designed to incorporate retail areas and be situated at ground level, on rooftops in urban areas, or in virtually any geographic location. Revenues will be generated from the sale of Biodome, Vertical Aeroponic Growing Cabinets, nutrient solutions, and support media. It is our intention to make the necessary modifications to the system, namely the development of a BioDome II, to make the system work faster and control better, but we will need to source components, make engineering refinements, and have molds for mass production made.

Testing of Nutrition Solution

We have developed a naturally derived nutrient solution to grow healthy and good tasting produce rich in nutrients. The basic nutrients required for plant growth are divided into two main categories:

● Macronutrients: Nitrogen, calcium, potassium, magnesium, phosphorus, and Sulphur; and;

● Micronutrients: Iron, zinc, molybdenum, selenium, manganese, boron, copper, cobalt, and chlorine.

And we added up a New Pi-water system into the Nutrients for plants

We have engaged China Agricultural Labs to test the fluid and develop the system to produce the nutrition fluid.

Complete Trademark (神农殿) (means ‘God of Vega Palace’) Registration in China , we just finished three departments, still working on other two.—We successfully applied the tradename but not included the IT marketing for our APP( we can use the tradename for Agriculture useful but not for internet marketing), so we applying another tradename for digital marketing usage, it will take 8-12 months to finish.

File for trademark protection in China to protect our business name, product names, domain names, logos and slogans still in process. We anticipate the completion of this process within three months.

Contract to build the first Biodome in Southern China

We are currently negotiating a contract with a company in Southern China for a 200 acres of agriculture land foot where we can build a 100,000 sq. ft. Green House building that can producing 400 tons of vegetables per month. We have developed a proprietary, patent-pending aeroponic growing cabinet in which crops of various sizes can be cultivated vertically in multiple layers. This growing arrangement increases plant density. Based on a variety of plant sizes, an Eco Energy Biodome will hold between 100,000 and 300,000 plants, all in a footprint comprising less than a third of an acre.

Development the third Generation of the Biodome III

We developed more than 20 Multi-layers Vertical Hydroponics system, greatly improved space utilization and go to patent in China also we starting developing Artificial light-type House and Flat Type.

Software Development

We plan on hiring IT company for software, and one for mechanical. Realize online management and remote monitoring to control the vegetables growth everywhere, with mobile phones, laptops, PDAs and other terminals, through the network transmission system.

In addition, we expect that during months one (1) through three (3) that we will hire a VP of sales to handle product sales to distributors and retailers for the vegetable markets.

Months 4 through 6

During the following three (3) months, we expect to achieve the following:

	o	Working on the New design of the software for mobile phones. Laptops
	o	Seek more suppliers for the materials for lighting and nutrition fluids
	o	Compete the Agreement with a china land developer for fist agreement
	o	Finish the agriculture drawing for New Eco container working with microgreen china

Hiring the Architecture Company for the new design for Eco Container in China Project

Eco Energy intends to develop a fully controlled plant factory system in which utilization of multistage (2-8 stage) bench and space-efficient indoor space. Fluorescent lamp is the main light source and the combination with LED is also provide. Hydroponics and organic soil culture can be used in this system

Developing the mobile end user system social media platforms in china.

The new App will allow Chinese customers to contact ECO Energy Asia directly and find out about the variety of goods available and produced in the Biodome. The customer can then choose any item and quantity for his personal needs and have it sent to their home address. With this procedure, Chinese customers can easily pick fresh and organic foods in a comfortable way. China today counts 1.3 Bio. mobile subscribers using Android or Apple's iPhone technology.

Engage the engineering company to design the Controlled Atmosphere Storages

The ideal oxygen level for storing pears must be between 1 and 3%; for some varieties of apples, however, it must be lower than 1%. Storage under such O2 conditions is referred to as Ultra Low Oxygen (ULO) storage. ULO storage takes place in gas-tight cells and is used for the long-term storage of apples, pears, blue berries and kiwis. We shall be engaging a European engineering company to develop storage system to protect the fast-growing products.

Complete the Agreement with China microgreen project

The partners will now buy agricultural technology system developed and successfully invented by Eco Energy. An engineering and construction team has been established and the first contacts to potential clients have been made. Over many years Eco Energy developed and tested different technologies which are applied in the operation of vertical farming. These technologies are used to save energy and water in an isolated mini-climate as it is provided in a Biodome. The use of these systems facilitates the operation of a Biodome and allows to increase profitability by decreasing costs for water and energy used.

Months 7 through 9

During the following three (3) months, we expect to achieve the following:

	o	Complete the agreement with Mathias Stecher GmbH from Swiss
	o	Finish the design in China project and start to order the materials
	o	Finish the third level of Biodome and Solar system design
	o	Begin Engineering on Controlled Atmosphere Storage
	o	Starting the develop the AI system to control the nutrition, lighting and temperature for the Biodome

Complete the agreement with Microgreen China

The agreement is designed to elaborate a cooperation between ECO Energy and Microgreen China to sell the agricultural technology systems developed by Eco Energy in China and Korea This agreement completes the marketing alliance with European partners as Eco Energy lately already signed another marketing cooperation with the company Microgreen china to sell its technology in Asia.

Distributor Sale Teams in China

If we are successful in previous months, it is anticipated that in months seven (7) through nine (9) we will have the first contracts with the distributors and local market suppliers in China. During our discussions with distributors, are evaluated and tested by a committee and then taken to retailers to gauge interest. Retailer interest determines initial order levels.

Finish the design for China project and start to order the materials

We are currently negotiating a contract with Microgreen China in South Chain to develop a 100,000 sq. ft. Biodome industrial area. When we successfully enter this contract, we shall complete the architectural drawings and order the materials, most of which can be purchased in China.

Months 10 through 12

	o	Start to install the equipment in the China Biodome
	o	Design the package for the products for the Asia market
	o	Seeking the products seeds sources for China markets
	o	Testing the Controlled Atmosphere Storage
	o	Begin advertising / promotion campaign

During the following three (3) months, we expect to achieve the following:

Start to install the equipment in the China Biodome

We will start to install the first artificial intelligence (AI) enabled augmented reality crop management system may be coming soon on the whole system including the following functions:

● Artificial Light Control System: Measures available light conditions and automatically switches supplemental lighting on/off, when necessary;

● Carbon Dioxide Control System: RGB cameras to monitors and automatically adjusts carbon dioxide levels for optimal plant growth when the Biodome is sealed;

● Climate Control System: RGB cameras to monitors a variety of climate control parameters, automatically activating the appropriate HVAC equipment in order to heat, cool, or dehumidify the Biodome;

● Energy Control System: RGB cameras to monitors both the availability and energy requirements in the Biodome;

● ETFE Control System: Measures parameters such as interior and exterior temperatures, wind velocity, and snow loads and automatically inflate or deflate the Biodome pneumatic ETFE pillows in order to maintain structural integrity and interior climate conditions.

● Nutrient Control System: RGB cameras to monitors, activates and maintain the release of plant nutrients and oxygen;

● Plant Productivity System: RGB cameras to monitors, manages, and forecasts crop growing / harvest parameters;

● Video Monitoring System: RGB cameras to monitors and activates video cameras in and around the Biodome including in the AI system;

● Water Test System: Water Quality Testing Equipment Monitors the testing of water in pH

Design the package for the products for the Online Customers

We believe the fruity packaging designs are offering consumers some eye-catching ways to feel more health-conscious about the products they are using. Today, people are often concerned about the dietary ingredients and health effects of certain foods and beverages they consume. That is why marketing a product to consumers that visually seems healthier or nutritious is an inventive way to stand out from competitors.

Testing the Controlled Atmosphere Storage

●	Controlled Atmosphere Storage is a system for holding respiratory produce in an atmosphere that differs from normal air in respect of CO2 and O2 levels. Practical advantages of storage under Controlled Atmosphere:
■	Considerable decrease in fruit respiration rate.
■	A reduction in the effect of ethylene on metabolism.
■	An extension in storage life and excellent firmness of flesh.

Begin advertising / promotion campaign

If we are successful in previous months, it is anticipated that in months seven (7) through nine (9) we will have the first crop of products and send samples to our End-user, by using the mobile app for marketing to approach our customers. This is the way we and avoid the middle companies and lose the control. More customers we have, we can create more products to enter the market. It is our understanding is that new products are evaluated and tested by a committee and then taken to retailers to gauge interest. Retailer interest determines initial order levels.

Seek on-going associations and industry group approvals and marketing support. We intend to get needed industry and association and government approvals and seek their help in securing potential industry and government access as well as any needed sponsorships and support.

Work with other complimentary vertical farming product providers.

Work with other firms to assist in optimizing its products for certain verticals where needed.

Sign additional sub-license agreements or joint venture agreements with strategic partners. Central to the Company’s strategy is to sign large (i.e., multi-million dollar) “vertical markets” agreements with commercial partners.

We do not currently have any arrangements for financing and we can provide no assurance to investors we will be able to find such financing. There can be no assurance that additional financing will be available to us, or on terms that are acceptable. Consequently, we may not be able to proceed with our intended business plans or complete the development and commercialization of our product.

Liquidity and Results of Operations

Comparison of the Years Ended Results – For the Years Ended December 31, 2017 and December 31, 2018

For the year ended December 31, 2018, the Company had a net loss of $109,795 compared to net income of $54,143 for the year ended December 31, 2017. The net income in 2017 is attributable to the gain on sale of property and equipment of $678,032 which was offset by higher general administrative expenses.

Expenses

Total expenses decreased to $85,297 for the year ended December 31,2018, as compared to $608,011 for the year ended December 31,2017. The decrease were primarily due to the Company having minimal operations in the current year as it had sold its land and building in the prior year.

Liquidity and Capital Resources

As at December 31, 2018, the Company had cash of $97,118 as compared to cash of $583,950 as at December 31, 2017. The Company had a working capital deficit of $3,493,602 as at December 31, 2018, The Company had a working capital deficit of $5,129,558 as at December 31, 2017. The decrease in working capital deficit as at December 31, 2018, as compared to December 31, 2017, was primarily due to the settlement and repayment of related party debt. The Company believes it has insufficient cash resources to meet its liquidity requirements for the next twelve months.

Cash used in Operating Activities

The Company used approximately $1,407,363 of cash for operating activities in the year ended December 31, 2018 as compared to use $1,404,930 of cash for operating activities in the year ended December 31, 2017.

Cash provided by Investing Activities

The Company had $nil cash provided by investing activities in the year ended December 31, 2018 as compared to $1,275,372 in cash provided by investing activities in the year ended December 31, 2017. The Company sold the land and building on July 5, 2017.

Cash (Used in) Provided by Financing Activities

Financing activities in the year ended December 31, 2018, provided $704,002 in cash as compared to $585,317 of net cash in the year ended December 31, 2017.

The Company’s principal sources and uses of funds are investments from accredited investors. The Company would need to raise additional capital in order to meet its business plan. Management intends to secure additional funds using borrowing or the further sale of securities to accredited investors in the future. There is no assurance that we may secure funding, or whether it can do so on terms acceptable to us, or at all, and its liquidity would be severely compromised.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, amongst other things, the realization of assets and satisfaction of liabilities in the course of business.

We anticipate that our future liquidity requirements will arise from the need to fund our growth, pay our current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from private sources and/or debt financing.

Going Concern Consideration

Our independent auditors included an explanatory paragraph in their report on the accompanying consolidated financial statements expressing substantial doubt about our ability to continue as a going concern. Our consolidated financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies

The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosures about contingent assets and liabilities. We base these estimates and assumptions on historical experience and on various other information and assumptions that are believed to be reasonable under the circumstance. Estimates and assumptions about future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as additional information is obtained, as more experience is acquired, as our operating environment changes and as new events occur. Our critical accounting policies are listed in the notes to our audited financial statements included in of this report on Form 10-K.

The Company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation” and ASC 505, “Equity Based Payments to Non-Employees”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to our consolidated financial statements, the notes thereto, and the report thereon, commencing on page F-1 of this Annual Report on Form 10-K, which consolidated financial statements, notes, and report are incorporated herein by reference.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On March 13, 2019, we dismissed Centurion ZD CPA & Co. ("Centurion") as the Company’s independent registered public accounting firm.

On March 13, 2019, the Company appointed Saturna Group Chartered Professional Accountants LLP (“Saturna”) as independent registered public accounting firm for the Company’s fiscal year ended December 31, 2018.

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were not effective.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013). Based on such evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2018 due to the factors stated below.

Management assessed the effectiveness of our company’s internal control over financial reporting as of evaluation date and identified the following material weaknesses:

	-	Lack of proper segregation of duties due to limited personnel;
	-	Lack of a formal review process that includes multiple levels of review from adequate personnel with requisite expertise.
	-	Lack of written policies and procedures for accounting and financial reporting.

We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will: (1) continue to use third party specialists to address shortfalls in staffing and to assist our company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel, and (3) may consider appointing outside directors and audit committee members in the future.

Management, including our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Our management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified by management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements, errors, and instances of fraud, if any, within our company have been or will be prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, internal controls may become inadequate as a result of changes in conditions, or through the deterioration of the degree of compliance with policies or procedures.

ITEM 9B.

OTHER INFORMATION

None

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The name, age and position of each of our directors and executive officers are as follows:

Name	Age	Position

Yuen May Cheung	53	Chief Executive Officer, President and Director

Philip K.H. Chan	42	Chief Financial Officer (Appointed March 16, 2016)

Tom Colclough	64	Chief Operating Officer

Yuen May Cheung, Age 53, Chief Executive Officer, President and Director

Ms. Cheung, is our founder and our Chief Executive Officer, President and sole Director and has served in in such capacities since our inception in January of 2015. She has also served as Chief Executive Officer and President of our subsidiaries, EETA, since its inception in 2012, and 7582919 Canada, Inc, since its inception in 2010. Ms. Cheung currently devotes her full working time to the management and operations of our Company. Ms. Cheung was the co-founder of GuangNing ChangRong Bamboo & Wood Handicraft Products Co. Ltd, a factory and manufacturer, served as Director and owned by Ms. Cheung, since 2007, Ms. Cheung served as Director of Zhong Cui Investments Ltd., a marketing company, owned by Ms. Cheung since 2006. Ms. Cheung provides hands-on leadership, strategic direction and operations management with a focus on business development, exceptional quality management and fiscal accountability. Ms. Cheung attended Centennial College in Toronto, Canada from 1989-1991 where she received a Certificate of Accounting, and she also attended Chui Hai College in Hong Kong from 1984-1988 where she received a degree in Business Management. Ms. Cheung does not, and has not served as an officer or director of any other company required to file reports with the Securities and Exchange Commission.

Philip K.H. Chan, Age 42, Chief Financial Officer

From December 2012, until the present, Mr. Chan served as Executive Director for Willing International Capital (Shanghai) Co. Ltd. Willing International Capital is a consulting firm that provides financial advisory and accountancy services. From April 2011, until June 2012, Mr. Chan served as Vice President of Finance for Search Media Holdings, Ltd., a company listed on AMEX under the symbol “IDI”, and a leading nationwide multi-platform media company and one of the largest operators of integrated outdoor billboard and in-elevator advertising networks in China. From April, 2006 until March 2011, Mr. Chan initially served as Financial Controller and thereafter promoted to Financial Controller of Xinhua Sports & Entertainment (HK) Limited is a wholly-owned subsidiary of Xinhua Sports & Entertainment Limited, a China's leading diversified financial and entertainment media company, listed on the Nasdaq Global Market under the symbol "XSEL" on March 9, 2007. From June, 2004 until April, 2006, Mr. Chan served as Analyst, Business Area Controlling for Deutshe Bank AG, Hong Kong Branch where he was responsible for the integrity of the books and records and provision of financial information thereof for the relevant business line, involving the ongoing review and development of systems and processes to enable this to occur in an efficient and orderly manner. From November, 2000 until May, 2005, Mr. Chan served as Audit Department Accountant and was thereafter promoted to Audit Department Assistant Manager for the KPMG where he gained 3 years of audit experience in various industries. He also led teams of 3 to 10 persons to perform audit, IPO and due diligence. From September, 1999 through November, 2000, Mr. Chan was employed as a Staff Accountant for the firm of Deloitte Touche Tohmastu, where he took part in client engagements of varying sizes in different industries. He was responsible for revised voucher forms, audit planning and assisting in audit assignments and gained significant exposure in listed companies. Mr. Chan attended the University of Hong Kong from 1996 through 1999 where he earned a Bachelor of Business Administration Degree in Accounting and Finance. He is a member in good standing of the Association of Chartered Certified Accountants, the Hong Kong Society of Accountants and the Hong Kong Society of Financial Analysists. Except as set forth above, Mr. Chan has not served as an executive officer or director of any other company required to file reports with the Securities and Exchange Commission.

Tom Colclough, Age 64, Chief Operating Officer

Mr. Colclough is our Chief Operating Officer and has served in that capacity since our inception in January of 2015, Mr. Colclough is, and has served as, the Chief Operating Officer of our subsidiaries, EETA, since its inception in 2012, and 7582919 Canada, Inc, since its inception in 2010. Mr. Colclough devotes all of his working time to the management and operations of our Company. Since 1992, Mr. Colclough has held senior roles in strategic health and defense programs in the UK, Africa and the Middle East with ICL, IBM, Micro Strategy, BAE Systems, and IBA. The majority of roles have required practical steps to implement new and innovative technologies providing solutions to challenging problems. He holds a Bachelor of Science degree in Medical Engineering and Biological Sciences from the University of Keele. Mr. Colclough does not, and has not served as an officer or director of any other company required to file reports with the Securities and Exchange Commission.

Board Composition

Our Bylaws provide that the Board of Directors shall consist of no less than 1, but not more than 9 directors. Each director serves until his successor is elected and qualified.

Committees of the Board of Directors

We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. Nor do we have an audit committee “financial expert.” As such, our entire Board of Directors acts as our audit committee and handles matters related to compensation and nominations of directors.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.

Director Independence

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” Our determination of independence of directors is made using the definition of “independent director” contained in Rule 4200(a) (15) of the Marketplace Rules of the NASDAQ Stock Market (“NASDAQ”), even though such definitions do not currently apply to us because we are not listed on NASDAQ. We have determined that none of our directors currently meet the definition of “independent” as within the meaning of such rules as a result of their current positions as our executive officers.

Significant Employees

We have no significant employees other than the executive officers/directors described above.

Family Relationships

There are no familial relationships between our officers and directors.

Involvement in Certain Legal Proceedings

No director, person nominated to become a director, executive officer, promoter or control person of our company has, during the last ten years: (i) been convicted in or is currently subject to a pending a criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.

Stockholder Communications with the Board

We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Board of Directors or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. We believe that we are responsive to stockholder communications, and therefore have not considered it necessary to adopt a formal process for stockholder communications with our Board. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.

Section 16(a) Beneficial Ownership Reporting Compliance

16(a) of the Securities Exchange Act of 1934 requires the Company directors and executive officers, and persons who own more than ten percent of the Company’s common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. The Company intends to ensure to the best of our ability that all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent (10%) beneficial owners are complied with in a timely fashion.

ITEM 11.

EXECUTIVE COMPENSATION

We have not paid since our inception, nor do we owe, any compensation to our executive officers or directors. There are no arrangements or employment agreements with our executive officer or directors pursuant to which they will be compensated now or in the future for any services provided as an executive officer, and we do not anticipate entering into any such arrangements or agreements with them in the foreseeable future.

Outstanding Equity Awards at 2018 Fiscal Year-End

We do not currently have a stock option plan or any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants of stock options or other equity incentive awards have been made to any executive officer or any director since our inception; accordingly, none were outstanding at December 31, 2018.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

There are currently no employments or other contracts or arrangements with our executive officers. There are no compensation plans or arrangements, including payments to be made by us, with respect to our officers, directors or consultants that would result from the resignation, retirement or any other termination of such directors, officers or consultants from us. There are no arrangements for directors, officers, employees or consultants that would result from a change-in-control.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the beneficial ownership of our common stock as of the date of this Annual Report for:

●	each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

●	each of our executive officers;

●	each of our directors; and

●	all of our executive officers and directors as a group.

We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws, and the address for each person listed in the table is c/o Eco Energy Tech Asia, Ltd., Unit 503, 15/F, Silvercord Tower 2, 30 Canton Road TST , Kowloon, Hong Kong.

The percentage ownership information shown in the table below is calculated based on 50,567,054 shares of our common stock issued and outstanding as of the date of this Annual Report. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.

Title of Class of Beneficial Ownership	Name of Beneficial Owner	Amount and Nature	Percentage of Class
Common Stock	Yuen May Cheung, Chief Executive Officer, President and Director	29,000,000 (D)	57.35%

Common Stock	Philip K.H. Chan	70,000 (D)	0.138%
All officers and directors as a group		29,070,000	57.49%

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our Company.

We do not have any issued and outstanding securities that are convertible into common stock. None of our stockholders are entitled to registration rights.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

As at December 31, 2018, the Company owed $3,511,058 (2017 – $5,631,669) to the President of the Company which is non-interest bearing, unsecured, and due on demand.

As at December 31, 2018, the Company owed $73,292 (2017 - $79,536) to the brother of the President of the Company, which is non-interest bearing, unsecured, and due on demand.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

We were billed by our former independent public accounting firm, Saturna Group Chartered Professional Accountants LLP, for the following professional services they performed for us during the year ended December 31, 2018, and Centurion ZD CPA & Co, for the following professional services they performed for us during the year ended December 31, 2017 as set forth in the table below.

	Year Ended December 31,
	2018	2017

Audit fees	$8,000	$43,000
Audit-related fees	–	–
Tax fees	–	–
All other fees	–	$800

Our sole Director pre-approves all audit and non-audit services performed by the Company's auditor and the fees to be paid in connection with such services.

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)	Financial Statements and Financial Statement Schedules

Consolidated Financial Statements are listed in the Index to Consolidated Financial Statements on page F-1 of this Annual Report on Form 10-K.

Other schedules are omitted because they are not applicable, not required, or because required information is included in the Consolidated Financial Statements or notes thereto.

(b)

Exhibits

Exhibit	Description

3.1	Articles of Incorporation of Registrant.*

3.2	Bylaws of Registrant.*

10.1	Share Exchange Agreement dated February 27, 2015*

31.1	Certificate of Yuen May Cheung, President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certificate of Philip K.H. Chan, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certificate of Yuen May Cheung, President and Chief Executive Officer, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certificate of Philip K.H. Chan, Chief Financial Officer, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Incorporated by reference from our Registration Statement on Form S-1, as amended, SEC File No. 333-207095 declared effective on November 12, 2015.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	ECO ENERGY TECH ASIA, LTD.

Dated: April 15, 2019	By:	/s/ Yuen May Cheung
		Yuen May Cheung
		President and Chief Executive Officer



Dated: April 15, 2019	By:	/s/ Philip K.H. Chan
		Philip K.H. Chan
		Chief Financial Officer

Signature	Title	Date

/s/ Yuen May Cheung	President and Chief Executive Officer (Principal Executive Officer) and Director	April 15, 2019
Yuen May Cheung

/s/ Philip K.H. Chan	Chief Financial Officer (Principal Financial and Accounting Officer)	April 15, 2019
Philip K.H. Chan

ECO ENERGY TECH ASIA, LTD.

Consolidated Financial Statements

Years Ended December 31, 2018 and 2017

(Expressed in U.S. dollars)

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Eco Energy Tech Asia, Ltd.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Eco Energy Tech Asia, Ltd. (the “Company”) as of December 31, 2018, and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the year then ended and related notes (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2018, and the results of their operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph Regarding Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has a working capital deficit, and has incurred significant operating losses and negative cash flows from operations since inception. As at December 31, 2018, the Company has not generated any revenues, has a working capital deficit of $3,493,602, and has an accumulated deficit of $5,620,946. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ SATURNA GROUP CHARTERED PROFESSIONAL ACCOUNTANTS LLP

Saturna Group Chartered Professional Accountants LLP

We have served as the Company’s auditor since 2019

Vancouver, Canada

April 12, 2019

F-2

ECO ENERGY TECH ASIA, LTD.

Consolidated statements of financial position

(Expressed in U.S. dollars)

	December 31, 2018 $	December 31, 2017 $

Assets

Current assets

Cash	97,118	583,950

Total assets	97,118	583,950

Liabilities

Current liabilities

Accounts payable and accrued liabilities	6,370	2,303
Due to related parties (Note 3)	3,584,350	5,711,205

Total liabilities	3,590,720	5,713,508

Nature of operations and continuance of business (Note 1)

Stockholders’ deficit

Common stock, 75,000,000 shares authorized, $0.0001 par value 50,567,054 (2017 – 24,458,757) shares issued and outstanding	50,567	24,459
Additional paid-in capital	2,907,384	1,403,490
Accumulated other comprehensive income	714,858	498,329
Deficit	(5,620,946)	(5,511,151)

Total Eco Energy Tech Asia, Ltd. stockholders’ deficit	(1,948,137)	(3,584,873)

Non-controlling interest	(1,545,465)	(1,544,685)

Total stockholders’ deficit	(3,493,602)	(5,129,558)

Total liabilities and stockholders’ deficit	97,118	583,950

(The accompanying notes are an integral part of these consolidated financial statements)

F-3

ECO ENERGY TECH ASIA, LTD.

Consolidated statements of operations and comprehensive loss

(Expressed in U.S. dollars)

	Year ended December 31, 2018 $	Year ended December 31, 2017 $

Expenses

General and administrative	85,297	608,011

Total expenses	85,297	608,011

Loss before other income (expense)	(85,297)	(608,011)

Other income (expense)

Gain on disposal of property and equipment (Note 3)	–	678,032
Loss on settlement of related party debt (Note 5)	(26,000)	–
Interest expense	–	(7,725)
Interest income	722	1,157

Total other income (expense)	(25,278)	671,464

Net loss	(110,575)	63,453

Loss (income) attributable to non-controlling interest	780	(9,310)

Net income (loss) attributable to Eco Energy Tech Asia, Ltd..	(109,795)	54,143

Other comprehensive income

Foreign currency translation gain	216,529	47,232

Comprehensive income for the year	106,734	101,375

Earnings (loss) per share attributable to Eco Energy Tech Asia, Ltd., basic and diluted	–	–

Weighted average shares outstanding used in the calculation of net income (loss) attributable to Eco Energy Tech Asia, Ltd. per common share	36,865,016	22,396,343

(The accompanying notes are an integral part of these consolidated financial statements)

F-4

ECO ENERGY TECH ASIA, LTD.

Consolidated statements of stockholders’ deficit

(Expressed in U.S. dollars)

	Common stock
	Number of shares	Amount $	Additional paid-in capital $	Accumulated other comprehensive income $	Deficit $	Non-controlling interest $	Total stockholders’ deficit $

Balance, December 31, 2016	21,671,600	21,672	192,019	451,097	(5,564,294)	(1,553,995)	(6,454,501)

Common stock issued for cash	2,787,157	2,787	1,211,471	–	–	–	1,214,258

Foreign currency translation adjustment	–	–	–	47,232	–	–	47,232

Net income for the year	–	–	–	–	54,143	9,310	63,453

Balance, December 31, 2017	24,458,757	24,459	1,403,490	498,329	(5,511,151)	(1,544,685)	(5,129,558)

Common stock issued for cash	8,108,297	8,108	695,894	–	–	–	704,002

Common stock issued to settle related party debt	18,000,000	18,000	808,000	–	–	–	826,000

Foreign currency translation adjustment	–	–	–	216,529	–	–	216,529

Net loss for the year	–	–	–	–	(109,795)	(780)	(110,575)

Balance, December 31, 2018	50,567,054	50,567	2,907,384	714,858	(5,620,946)	(1,545,465)	(3,493,602)

(The accompanying notes are an integral part of these consolidated financial statements)

F-5

ECO ENERGY TECH ASIA, LTD.

Consolidated statements of cash flows

(Expressed in U.S. dollars)

	Year ended December 31, 2018 $	Year ended December 31, 2017 $

Operating activities

Net income (loss)	(110,575)	63,453

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	–	10,480
Gain on disposal of property and equipment	–	(678,032)
Loss on settlement of related party debt	26,000	–

Changes in operating assets and liabilities:
Prepaid expenses	–	461
Accounts payable and accrued liabilities	4,067	(11,634)
Due to related parties	(1,326,855)	(789,658)

Net cash used in operating activities	(1,407,363)	(1,404,930)

Investing activities

Proceeds from disposal of property and equipment	–	1,275,372

Net cash provided by investing activities	–	1,275,372

Financing activities

Repayment of loans payable	–	(628,941)
Proceeds from common stock issued	704,002	1,214,258

Net cash used in financing activities	704,002	585,317

Effect of foreign exchange rate changes on cash	216,529	15,268

Change in cash	(486,832)	471,027

Cash, beginning of year	583,950	112,923

Cash, end of year	97,118	583,950

Non-cash investing and financing activities:
Common stock issued to settle related party debt	826,000	–

Supplemental disclosures:
Interest paid	–	7,725
Income taxes paid	–	–

(The accompanying notes are an integral part of these consolidated financial statements)

F-6

ECO ENERGY TECH ASIA, LTD.

Notes to the consolidated financial statements

Years ended December 31, 2018 and 2017

(Expressed in U.S. dollars)

NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

Eco Energy Tech Asia, Ltd. (the “Company”) was incorporated in the State of Nevada January 20, 2015.

On February 27, 2015, the Company entered into a share exchange agreement with Eco Energy Tech Asia Limited (“EETA”) to issue 20,000,000 shares of its common stock to the shareholder of EETA in exchange for 100% of the EETA shares owned by the shareholder. Upon the closing of the share exchange agreement, EETA became a wholly-owned subsidiary of the Company. EETA was incorporated under the laws of Hong Kong on December 27, 2012. The wholly-owned subsidiary of EETA, 3986489 Canada Inc. (“3CI”) was incorporated in British Columbia, Canada on December 17, 2001. 3CI acquired a 60% equity interest in 7582919 Canada Inc. (“7CI”) on June 21, 2014. EETA and 3CI are engaged in investment holdings. 7CI was incorporated in British Columbia, Canada on June 21, 2010. The initial name was Renergy Foods Canada Inc. On March 6, 2012, Renergy Foods Canada Inc. changed its name to NuAgri, Inc. On October 1, 2013, NuAgri, Inc. changed its name to 7582919 Canada Inc. 7CI is engaged in developing a proprietary growing system that designs and builds custom biodomes ranging in size appropriate for global commercial agricultural concerns as well as small local producers. On June 30, 2016, 3CI further acquired the equity interests of 7CI from 83.48% to 92.4%.

These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at December 31, 2018, the Company has not generated any revenues, has a working capital deficit of $3,493,602, and has an accumulated deficit of $5,620,946. The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

SIGNIFICANT ACCOUNTING POLICIES

(a)

Basis of Presentation and Consolidation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, EETA and 3CT, and 92.4% owned subsidiary 7CI. All inter-company accounts and transactions have been eliminated on consolidation.

(b)

Use of Estimates

The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to fair value of stock-based compensation and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

F-7

ECO ENERGY TECH ASIA, LTD.

Notes to the consolidated financial statements

Years ended December 31, 2018 and 2017

(Expressed in U.S. dollars)

SIGNIFICANT ACCOUNTING POLICIES (continued)

(c)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

(d)

Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided annually at rates and methods over their estimated useful lives. Management reviews the estimates of useful lives of the assets every year and adjusts them on prospective basis, if needed.

(e)

Long-Lived Assets

In accordance with ASC 360, “Property, Plant, and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

(f)

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. The Company has not recorded any amounts pertaining to uncertain tax positions.

(g)

Stock-based Compensation

F-8

ECO ENERGY TECH ASIA, LTD.

Notes to the consolidated financial statements

Years ended December 31, 2018 and 2017

(Expressed in U.S. dollars)

SIGNIFICANT ACCOUNTING POLICIES (continued)

(h)

Foreign Currency Translation

The Company’s functional and reporting currency is the U.S. dollar. The functional currency of EETA is the Hong Kong dollar. The functional currency of CI is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

The assets and liabilities of EETA and CI are translated into U.S. dollars using the exchange rate in effect at the balance sheet date. Revenue and expenses are translated using the average exchange rates during the period. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive income (loss).

(i)

Financial Instruments

ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

F-9

ECO ENERGY TECH ASIA, LTD.

Notes to the consolidated financial statements

Years ended December 31, 2018 and 2017

(Expressed in U.S. dollars)

SIGNIFICANT ACCOUNTING POLICIES (continued)

(j)

Loss Per Share

The Company computes earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

(k)

Comprehensive Loss

Comprehensive loss consists of net loss and other related gains and losses affecting stockholders’ equity that are excluded from net income or loss. As at December 31, 2018 and 2017, comprehensive loss includes cumulative translation adjustments for changes in foreign currency exchange rates during the period.

(l)

Recent Accounting Pronouncements

In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, “Leases”. This new guidance was initiated as a joint project with the International Accounting Standards Board to simplify lease accounting and improve the quality of and comparability of financial information for users. This new guidance would eliminate the concept of off-balance sheet treatment for “operating leases” for lessees for the vast majority of lease contracts. Under ASU No. 2016-02, at inception, a lessee must classify all leases with a term of over one year as either finance or operating, with both classifications resulting in the recognition of a defined “right-of-use” asset and a lease liability on the balance sheet. However, recognition in the income statement will differ depending on the lease classification, with finance leases recognizing the amortization of the right-of-use asset separate from the interest on the lease liability and operating leases recognizing a single total lease expense. Lessor accounting under ASU No. 2016-02 would be substantially unchanged from the previous lease requirements under GAAP. ASU No. 2016-02 will take effect for public companies in fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted and for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, lessees and lessors must apply a modified retrospective transition approach. The adoption of this standard will not have any impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued guidance to improve the effectiveness of fair value measurement disclosures by removing or modifying certain disclosure requirements and adding other requirements. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Certain amendments should be applied prospectively, while all other amendments should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of the new guidance.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

F-10

ECO ENERGY TECH ASIA, LTD.

Notes to the consolidated financial statements

Years ended December 31, 2018 and 2017

(Expressed in U.S. dollars)

PROPERTY AND EQUIPMENT

On July 5, 2017, the Company sold its property and equipment for $1,275,372 which resulted in a gain of $678,032.

RELATED PARTY TRANSACTIONS

(a)

As at December 31, 2018, the Company owed $3,511,058 (2017 – $5,631,669) to the President of the Company which is non-interest bearing, unsecured, and due on demand.

(b)

As at December 31, 2018, the Company owed $73,292 (2017 - $79,536) to the brother of the President of the Company, which is non-interest bearing, unsecured, and due on demand.

COMMON STOCK

(a)

During the year ended December 31, 2018, the Company issued 8,108,297 shares of common stock for proceeds of $704,002.

(b)

(c)

(d)

During the year ended December 31, 2017, the Company issued 24,458,757 shares of common stock for proceeds of $1,408,834.

INCOME TAXES

The Company has net operating losses carried forward of $6,158,210 available to offset taxable income in future years which commence expiring in the year 2033.

The Company is subject to United States federal and state income taxes at an approximate rate of 21% (2017 - 35%). The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

	2018 $	2017 $

Net income (loss) before income taxes	(110,575)	63,453
Statutory income tax rate	21%	35%

Expected income tax provision (recovery)	(23,221)	22,209
Change in enacted tax rate	–	846,669
Change in valuation allowance	23,221	(868,878)

Income tax provision	–	–

F-11

ECO ENERGY TECH ASIA, LTD.

Notes to the consolidated financial statements

Years ended December 31, 2018 and 2017

(Expressed in U.S. dollars)

INCOME TAXES (continued)

The significant components of deferred income tax assets and liabilities as at December 31, 2018 and 2017 are as follows:

	2018 $	2017 $

Net operating losses carried forward	1,293,224	1,270,003
Valuation allowance	(1,293,224)	(1,270,003)

Net deferred income tax asset	–	–

On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the "Act"). The Act amends the Internal Revenue Code to reduce tax rates and modify policies, credits, and deductions for individuals and businesses. For businesses, the Act reduces the corporate tax rate from a maximum of 35% to a flat 21% rate. The rate reduction is effective on January 1, 2018. As a result of the rate reduction, the Company has reduced the deferred tax asset balance as of December 31, 2017 by $846,669. Due to the Company's full valuation allowance position, there was no net impact on the Company's income tax provision at December 31, 2017 as the reduction in the deferred tax asset balance was fully offset by a corresponding decrease in the valuation allowance.

In conjunction with the Tax Act, the SEC staff issued Staff Accounting Bulletin No. 118 to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. The Company has recognized the provisional tax impacts related to the revaluation of deferred tax assets and liabilities at December 31, 2017. There was no net impact on the Company's consolidated financial statements for the year ended December 31, 2017 as the corresponding adjustment was made to the valuation allowance. The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Act.

F-12

ECO ENERGY TECH ASIA, LTD 10-K