UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended September 30, 2019


☐	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: 001-37630

ECO ENERGY TECH ASIA, LTD.

(Exact name of Registrant as specified in its charter)

Nevada		0100		47-3444723
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Unit 503, 5/F, Silvercord Tower 2,

30 Canton Road, TST,

Kowloon, Hong Kong

(852) 91235575

(Address, including zip code, and telephone number, including area code,

of Registrant’s principal executive offices)

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 (Exchange Act) 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 Website, 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large 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	Yes ☒

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 Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of the date of filing of this report, there were outstanding 56,200,704 shares of the issuer’s common stock, par value $0.001 per share.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION

Item 1	Consolidated Financial Statements	F-1

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3

Item 3	Quantitative and Qualitative Disclosures About Market Risk	6

Item 4	Controls and Procedures	6

PART II – OTHER INFORMATION

Item 1	Legal Proceedings	7

Item 1A	Risk Factors	7

Item 2	Recent Sales of Unregistered Securities	7

Item 3	Defaults Upon Senior Securities	7

Item 4	Other Information	7

Item 5	Exhibits	7

	Signatures	8

PART I – FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Item Regulation S-X, Rule 10-01(c) Interim Financial Statements, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine months ended September 30, 2019, are not necessarily indicative of the results that can be expected for the year ended December 31, 2019.

ECO ENERGY TECH ASIA, LTD.

Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2019 and 2018

(Expressed in U.S. dollars)

(unaudited)

F-1

ECO ENERGY TECH ASIA, LTD.

Condensed consolidated balance sheets

(Expressed in U.S. dollars)

	September 30, 2019 $	December 31, 2018 $
	(unaudited)

Assets

Current assets

Cash	169,191	97,118

Total assets	169,191	97,118

Liabilities

Current liabilities

Accounts payable and accrued liabilities	17,180	6,370
Due to related parties (Note 3)	3,521,313	3,584,350

Total liabilities	3,538,493	3,590,720

Nature of operations and continuance of business (Note 1)
Subsequent events (Note 5)

Stockholders’ deficit

Common stock, 75,000,000 shares authorized, $0.0001 par value 56,200,704 (2018 –50,567,054) shares issued and outstanding	56,201	50,567
Additional paid-in capital	3,050,187	2,907,384
Share subscriptions received (Note 4)	391,670	–
Accumulated other comprehensive income	729,700	714,858
Deficit	(6,051,587)	(5,620,946)

Total Eco Energy Tech Asia, Ltd. stockholders’ deficit	(1,823,829)	(1,948,137)

Non-controlling interest	(1,545,473)	(1,545,465)

Total stockholders’ deficit	(3,369,302)	(3,493,602)

Total liabilities and stockholders’ deficit	169,191	97,118

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

F-2

ECO ENERGY TECH ASIA, LTD.

Condensed consolidated statements of operations and comprehensive loss

(Expressed in U.S. dollars)

(unaudited)

	Three months ended September 30, 2019 $	Three months ended September 30, 2018 $	Nine months ended September 30, 2019 $	Nine months ended September 30, 2018 $

Expenses

General and administrative	218,840	7,239	430,649	51,809

Total expenses	218,840	7,239	430,649	51,809

Net loss	(218,840)	(7,239)	(430,649)	(51,809)

Loss attributable to non-controlling interest	-	5	8	781

Net loss attributable to Eco Energy Tech Asia, Ltd.	(218,840)	(7,234)	(430,641)	(51,028)

Comprehensive income (loss)

Foreign currency translation gain (loss)	10,118	(4,035)	14,842	2,171

Comprehensive loss for the period	(208,722)	(11,269)	(415,799)	(48,857)

Loss per share attributable to Eco Energy Tech Asia, Ltd., basic and diluted	–	–	(0.01)	–

Weighted average shares outstanding used in the calculation of net loss attributable to Eco Energy Tech Asia, Ltd. per common share	56,200,704	42,203,920	54,945,437	32,254,249

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

F-3

ECO ENERGY TECH ASIA, LTD.

Condensed consolidated statements of stockholders’ deficit

(Expressed in U.S. dollars)

(unaudited)

Nine months ended September 30, 2018 and 2019

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

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

Common stock issued for cash	5,633,650	5,634	142,803	–	–	–	–	148,437

Share subscriptions received	–	–	–	391,670	–	–	–	391,670

Foreign currency translation gain	–	–	–	–	14,842	–	–	14,842

Net loss for the period	–	–	–	–	–	(430,641)	(8)	(430,649)

Balance, September 30, 2019	56,200,704	56,201	3,050,187	391,670	729,700	(6,051,587)	(1,545,473)	(3,369,302)

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	25,774,631	25,774	1,471,708	–	–	–	–	1,497,482

Foreign currency translation gain	–	–	–	–	2,171	–	–	2,171

Net loss for the period	–	–	–	–	–	(51,028)	(781)	(51,809)

Balance, September 30, 2018	50,233,388	50,233	2,875,198	–	500,500	(5,562,179)	(1,545,466)	(3,681,714)

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

F-4

ECO ENERGY TECH ASIA, LTD.

Condensed consolidated statements of stockholders’ deficit

(Expressed in U.S. dollars)

(unaudited)

Three months ended September 30, 2018 and 2019

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

Balance, June 30, 2019	56,200,704	56,201	3,050,187	104,861	(2,369)	719,582	(5,832,747)	(1,545,473)	(3,449,758)

Common stock issued for cash	–	–	–	–	–	–	–	–	–

Share subscriptions received	–	–	–	286,809	–	–	–	–	286,809

Share subscriptions received	–	–	–	–	2,369	–	–	–	2,369

Foreign currency translation gain	–	–	–	–	–	10,118	–	–	10,118

Net loss for the period	–	–	–	–	–	–	(218,840)	–	(218,840)

Balance, September 30, 2019	56,200,704	56,201	3,050,187	391,670	–	729,700	(6,051,587)	(1,545,473)	(3,369,302)

Balance, June 30, 2018	28,571,672	28,572	1,677,042	–	–	505,950	(5,555,024)	(1,545,467)	(4,888,927)

Common stock issued for cash	21,661,716	21,661	1,198,156	–	–	–	–	–	1,219,817

Foreign currency translation gain	–	–	–	–	–	(5,450)	–	–	(5,450)

Net loss for the period	–	–	–	–	–	–	(7,155)	1	(7,154)

Balance, September 30, 2018	50,233,388	50,233	2,875,198	–	–	500,500	(5,562,179)	(1,545,466)	(3,681,714)

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

F-5

ECO ENERGY TECH ASIA, LTD.

Condensed consolidated statements of cash flows

(Expressed in U.S. dollars)

(Unaudited)

	Nine months ended September 30, 2019 $	Nine months ended September 30, 2018 $

Operating activities

Net loss	(430,649)	(51,809)

Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	10,810	–

Net cash used in operating activities	(419,839)	(51,809)

Financing activities

Repayment to related parties	(80,532)	(1,849,046)
Proceeds from issuance of common shares / share subscriptions received	540,107	1,497,482

Net cash provided by (used in) financing activities	459,575	(351,564)

Effect of foreign exchange rate changes on cash	32,337	(13,011)

Change in cash	72,073	(416,384)

Cash, beginning of period	97,118	583,950

Cash, end of period	169,191	167,566

Supplemental disclosures:
Interest paid	–	–
Income taxes paid	–	–

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

F-6

ECO ENERGY TECH ASIA, LTD.

Notes to the condensed consolidated financial statements

Nine months ended September 30, 2019 and 2018

(Expressed in U.S. dollars)

(unaudited)

NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

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

The accompanying condensed consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.

The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.

These condensed 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 September 30, 2019, the Company has not generated any revenues, has a working capital deficit of $3,369,302, and has an accumulated deficit of $6,051,587. 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 condensed 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 condensed 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. These condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Eco Energy Tech Asia Limited and 3986489 Canada Inc., and 92.4% owned subsidiary 7582919 Canada Inc. All inter-company balances and transactions have been eliminated on consolidation.

(b)

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. The adoption of this standard did not have any impact on the Company’s consolidated financial statements.

F-7

ECO ENERGY TECH ASIA, LTD.

Notes to the condensed consolidated financial statements

Nine months ended September 30, 2019 and 2018

(Expressed in U.S. dollars)

(unaudited)

SIGNIFICANT ACCOUNTING POLICIES (continued)

(b)

Recent Accounting Pronouncements (continued)

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.

RELATED PARTY TRANSACTIONS

(a)

As at September 30, 2019, the Company owed $3,445,801 (December 31, 2018 – $3,511,058) to the President of the Company which is non-interest bearing, unsecured, and due on demand.

(b)

As at September 30, 2019, the Company owed $75,512 (December 31, 2018 - $73,292) to the brother of the President of the Company, which is non-interest bearing, unsecured, and due on demand.

COMMON STOCK

(a)

During the nine months ended September 30, 2019, the Company issued 5,633,650 shares of common stock for proceeds of $148,437.

(b)

During the nine months ended September 30, 2019, the Company received share subscriptions proceeds of $391,670.

SUBSQUENT EVENTS

(a)

On October 27, 2019, the Company issued 6,000,000 common stock to settle $60,000 owed to the President of the Company.

(b)

Subsequent to September 30, 2019, the Company issued 5,469,728 shares of common stock for proceeds of $358,492, of which $351,866 was received as at September 30, 2019.

(c)

Subsequent to September 30, 2019, the Company received share subscriptions proceeds of $18,835.

F-8

ITEM 2. 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 are based upon our consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of such financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate these estimates, including those related to useful lives of real estate assets, bad debts, impairment, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will not differ from those estimates. The analysis set forth below is provided pursuant to applicable SEC regulations and is not intended to serve as a basis for projections of future events. See “Cautionary Statement Regarding Forward Looking Statements” above.

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. Our fiscal year end is December 31.

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 September 30, 2019, we have incurred accumulated net losses of $6,051,587. As of September 30, 2019, we had $169,191 in current assets and current liabilities of $3,538,493. Through September 30, 2019, we have issued an aggregate of 56,200,704 shares of our common stock since our inception.

Our Business

Eco Energy Tech Asia, Ltd. was initially established as a technological solution providing enterprise, through intense research and development, a proprietary growing system that builds and develops custom biodomes with diverse sizes for global agricultural use, especially for the smallholder farmers. This innovative product promises greater agriproduct returns over the conventional single level greenhouse operations. This operation permits multistage/multi-phase planting systems which encourages growing and monitoring diverse plants. Furthermore, this connotes our anticipation and preparation for the Connected Crop Solution in 2019 where Digital Agricultural Ecosystem is feasible.

As of 2019, we have diversified into the creation of two major innovative advancements in the market through the combination of digital technologies such big data analytics, Internet of Things (IoT), visualization capabilities and more informed knowledge concerning the industry to AIFarm Digital Agriculture Service and Aifarm Connected Crop Solution. The essence of this towards the advancement of large-scale agricultural production.

The farmers are better enhanced using AiFarm Digital Agriculture Service to collect and cross-correlate a number of data in an attempt to help them in making an informed and efficient business operation decisions so that ROI can be achieved and improved agricultural product.

Our product, AiFarm Connected, is essential especially for Crop Solution farmers in developing countries, who consist of a majorly of small scale farmers, as it will encourage the productivity of the field agents through the efforts of agro-input providers as a result of the production of improved fertilizers, pesticides, and seed rates, which would be customized for each farmer per their land needs. This is with the ultimate goal of improving productivity.

For the farmers to be in tandem with the latest informational update, we anticipate to design and implement two technologies – IoT and drones for synchronous data exchange between the systems.

On September 9, 2019, we filed a DEF Schedule 14C with the Securities and Exchange Commission whereby the majority of our voting shareholders of common stock voted to change the name of the Company to AIFarm, Ltd. To better reflect the new direction of our business. The Certificate of Amendment is in the process of being filed with the State of Nevada and will be completed in the fourth quarter of 2019. Further, the majority of our voting shareholders of common stock voted to give the Board the authority, in its sole discretion, to initiate a 1:100 reverse split of our outstanding common stock. We anticipate the initiation and completion of this reverse split by the Board in the fourth quarter of 2019.

We have also completed development of our new websites at www.AIfarm.com. and www.drones.earth. We have also initiated discussions with Microgreen, Ltd. With respect for testing our systems.

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 Drones Design 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 2-6	Months 7-9	Months 10-12	Total
Loans	$5,000	$5,000	$5,000	$5,000	$20,000
Supplies	$20,000	$20,000	$20,000	$20,000	$80,000
Utilities	$12,000	$15,000	$17,000	$20,000	$64,000
Accounting	$5,000	$5,000	$5,000	$10,000	$25,000
Legal	$10,000	$10,000	$10,000	$10,000	$40,000
Auditing	$5,000	$5,000	$5,000	$10,000	$25,000
CFO	$15,000	$15,000	$15,000	$15,000	$60,000
VP Sales	$18,000	$21,000	$21,000	$21,000	$81,000
Consulting	$10,000	$10,000	$10,000	$10,000	$40,000
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	$40,000	$50,000	$60,000	$180,000
Marketing	$30,000	$30,000	$40,000	$40,000	$140,000
Advertising	$50,000	$80,000	$100,000	$150,000	$380,000
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	$562,000	$648,000	$705,000	$878,000	$2,793,000

Milestones

Months 1 through 3

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

●

Shift our office of operation from China to USA

●

Change the Company name to AIFarm, Ltd. To reflect our new business direction as set forth in our DEF Schedule 14C Information Statement filed on September 9, 2019.

●

Initiate a 1:100 reverse split of our outstanding common stock as set forth in our DEF Schedule 14C Information Statement filed on September 9, 2019.

●

As the first phase of operation, the development of agricultural ecosystem would be prioritized.

●

There would be tendering of the application of Cropest TM as a trademark in North America for its approval.

●

There would be the design and manufacturing of two farm IoT products. They are drone and weather station devices. An industrial engineer will be hired as the production manager.

Months 4 through 6

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

●

Completion of the USA administrative office by hiring competent staffs to have a team.

●

The commencement of the second phase of the development of the agriculture ecosystem.

●

The new website of our company, Cropest would be launched.

●

Weather station device and moisture soil system would be developed for the two Farm IoT products.

Months 7 through 9

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

●

Ensure that the second phase of the development of Cropest ecosystem is achieved

●

Ensure that the analysis garnered from the system, Cropest is tested in terms of its functionality

●

Testing on the software system of DronesEnsure that the entire network around the globe could be accessed. It is noteworthy to state that there are over 5,000 weather stations that we as a company operate.

●

Ensure that the two Farm IoT products – weather station device and moisture system are developed

●

Ensure that the sales team and well trained in an attempt to maximally function at the first stage of the system

Months 10 through 12

●

Towards the development of agricultural ecosystem, in the third phase, there would be artificial intelligence analysis of the system.

●

In a bid to get early feedback and to integrate the necessary ones, more farm owners would be exposed to the demo test in the early state of its development.

●

The commencement of the sales of the Drone system and software, using the online platforms.

●

Complete the development of both Farm IoT products, i.e. the weather station and the moisture system.

●

Aligning the sales team for conference and online marketing to ensure maximum returns

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

Nine Months Ended September 30, 2019 Compared to the Nine Months Ended September 30, 2018

For the nine months ended September 30, 2019, we had a net loss of $430,641 compared to $51,809 for the nine months ended September 30, 2018. The increase is mainly due to a $358,456 increase in consulting fees.

Liquidity and Capital Resources

As at September 30, 2019, the Company current assets of $169,191 and current liabilities of $3,538,493 for a working capital deficit of $3,369,302 (December 31, 2018 - $3,493,602).

During the nine months ended September 30, 2019, we received cash of $540,107 for shares issued/share subscriptions received.

We require additional financing to pay for our current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be from raising equity and/or debt financing.

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 financial statements expressing concerns about our ability to continue as a going concern. Our 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company”, we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluations of Disclosure Controls and Procedures

Under the supervision and with the participation of our management team, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of December 31, 2004. Based on this evaluation, we concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic reports.

Changes in Internal Control over Financial Reporting

During the period covered by this report, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company has no knowledge of existing or pending legal proceedings against the Company, nor is the Company involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of the Company’s directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

As a “smaller reporting company”, we are not required to provide the information required by this Item.

ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES

For the nine months ended September 30, 2019, the Company issued 5,633,650 shares of common stock for proceeds of $148,437.

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.

As of September 30, 2019, there were 56,200,704 shares of common stock issued and outstanding.

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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4. OTHER INFORMATION

None

ITEM 5. EXHIBITS

INDEX TO EXHIBITS

Exhibit		Description
31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ECO ENERGY TECH ASIA, LTD. (Registrant)

Signature	Title	Date

/s/ Yuen May Cheung
Yuen May Cheung	Chief Executive Officer	November 14, 2019
	Principal Executive Officer
/s/ Philip K.H. Chan
Philip K.H. Chan	Chief Financial Officer Principal Financial Officer	November 14, 2019

ECO ENERGY TECH ASIA, LTD 10-Q