UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the transition period from ____________ to ____________
For the quarterly period ended:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: +
Former Name of Registrant: IA ENERGY CORP.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols(s) | Name of each exchange on which registered |
| N/A |
Indicate by check mark whether the Registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the 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.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Sec. 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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| 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 Exchange Act).
As of September 30, 2023, the Registrant had shares of Common Stock outstanding.
TABLE OF CONTENTS
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SOUTH EAST ASIA DEVELOPMENT CORP.
(formerly IA Energy Corp.)
Condensed Balance Sheets
| September 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| TOTAL CURRENT ASSETS AND TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable, related party | $ | $ | ||||||
| Loans payable, related party | ||||||||
| TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| Preferred stock, $0.0001 par value; 20,000,000 shares authorized, -0- shares issued | ||||||||
| Common stock, $0.0001 par value; 500,000,000 shares authorized, 36,603,800 and 36,603,800 shares issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Equity (Deficit) | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
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SOUTH EAST ASIA DEVELOPMENT CORP.
(formerly IA Energy Corp.)
Condensed Statements of Operations
(Unaudited)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| NET REVENUES | $ | $ | $ | $ | ||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Professional and accounting fees | ||||||||||||||||
| Other selling, general and administrative | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ( | ) | ||||||||||
| OTHER INCOME (EXPENSES) | ||||||||||||||||
| Gain on forgiveness of debt | ||||||||||||||||
| Total Other Income | ||||||||||||||||
| NET INCOME (LOSS) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Net income (loss) per common share - basic and diluted | $ | ) | $ | ) | $ | $ | ) | |||||||||
| Weighted average common shares outstanding - basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these financial statements.
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SOUTH EAST ASIA DEVELOPMENT CORP.
(formerly IA Energy Corp.)
Condensed Statements of Cash Flows
(Unaudited)
| For the Nine Months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used by operating activities: | ||||||||
| Gain on forgiveness of debt | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable, related party | ||||||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from related party loans | ||||||||
| Payments on related party loans | ( | ) | ||||||
| Net Cash Provided by (Used in) Financing Activities | ||||||||
| NET DECREASE IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
| Cash Payments For: | ||||||||
| Interest | $ | $ | ||||||
| Taxes | $ | $ | ||||||
| Non-cash Activities: | ||||||||
| Restricted cash held | $ | $ | ||||||
| Gain on forgiveness of debt | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
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SOUTH EAST ASIA DEVELOPMENT CORP.
(formerly IA Energy Corp.)
Condensed Statements of Stockholders' Equity (Deficit)
(Unaudited)
| Nine Months Ended September 30, 2023 | ||||||||||||||||||||
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Stockholders' | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net income for the three months ended March 31, 2023 | – | |||||||||||||||||||
| Balance, March 31, 2023 | ( | ) | ||||||||||||||||||
| Net loss for the three months ended June 30, 2023 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the three months ended September 30, 2023 | – | |||||||||||||||||||
| Balance, September 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Nine Months Ended September 30, 2022 | ||||||||||||||||||||
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Stockholders' | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the three months ended March 31, 2022 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2022 | ( | ) | ( | ) | ||||||||||||||||
| Net loss for the three months ended June 30, 2022 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the three months ended September 30, 2022 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, September 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these financial statements.
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SOUTH EAST ASIA DEVELOPMENT CORP.
(formerly IA Energy Corp.)
Notes to the Condensed Financial Statements
September 30, 2023
(Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
IA Energy Corp. (the Company) was incorporated in the State of Wyoming on January 6, 2016. Our operations to date have been devoted primarily to start-up and development activities, which include: (i) formation of the Company; (ii) development of our business plan; (iii) development of our proprietary waste-to-energy technology; and (iv) marketing of our proprietary waste-to-energy technology. We have not completed development of our proprietary waste-to-energy technology and there is no assurance that we will be successful in completing the development.
On May 4, 2023, the Company filed Articles of Amendment with the Wyoming Secretary of State to change the name of the Company to South East Asia Development Corp.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. The following policies are considered to be significant:
a. Accounting Method
The Company recognizes income and expenses based on the accrual method of accounting. The Company has elected a calendar year-end.
b. Interim Financial Statements
The interim financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. These statements reflect all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the information contained herein. Operating results for the nine months ended September 30, 2023, are not necessarily indicative of results that may be expected for the year ending December 31, 2023.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the Unites States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2022 as included in our report on Form 10-K.
c. Cash and Cash Equivalents and Restricted Cash
Cash equivalents are generally comprised of certain highly liquid investments with original maturities of less than three months.
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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
d. Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
e. Revenue Recognition
The Company recognizes revenue according to ASC 606, Revenue from Contracts with Customers. When the customer obtains control over the promised goods or services, the Company records revenue in the amount of consideration that can be expected to be received in exchange for those goods and services.
The Company determines revenue recognition based upon the following five (5) criteria:
Step 1 Identification of the contract with the customer
Step 2 Identification of promised goods and services and evaluation of whether the promised goods and services are distinct performance obligations
Step 3 Determination of the transaction price
Step 4 Allocation of the transaction price to distinct performance obligations
Step 5 Attribution of revenue for each distinct performance obligation
f. Income Taxes
The Company accounts for income taxes using the asset and liability method. Under this method, deferred income taxes are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which differences are expected to reverse. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that all or some portion of such deferred tax assets will not be realized. A full allowance against deferred tax assets was provided as of September 30, 2023 and December 31, 2022.
At September 30, 2023, the Company
had net operating loss carryforwards of approximately $
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a significant change in ownership occur, net operating loss carryforwards may be limited as to future use.
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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Basic net loss per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. For the periods presented, the issued and outstanding warrants (See Note 3) were excluded from the calculation of diluted shares outstanding as the effect of their inclusion would be anti-dilutive.
h. Recent Accounting Pronouncements
Certain accounting pronouncements have been issued by the FASB and other standard-setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.
i. Subsequent Events
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there are no events requiring disclosure.
NOTE 3 - EQUITY TRANSACTIONS
The Company has shares of common stock authorized with a par value of $. 25,000,000 shares of common stock were issued to the founder of the Company on incorporation.
NOTE 4 - FINANCIAL INSTRUMENTS
Our financial instruments consist of cash and cash equivalents, accounts payable and loans payable. The carrying amount of these assets and liabilities approximates fair value due to their short-term nature.
NOTE 5 - GOING CONCERN
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction
of liabilities in the normal course of business. The Company has sustained significant net losses which have resulted in an accumulated
deficit at September 30, 2023 of $
Continuation of the Company as a going concern is dependent upon obtaining additional working capital. The management of the Company has developed a strategy which it believes will accomplish this objective through short term loans from related parties and additional equity investments which will enable the Company to continue operations for the coming year. However, there is no assurance that these objectives will be met. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from the outcome of this uncertainty.
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NOTE 6 - RELATED PARTY TRANSACTIONS
Loans Payable, Related Party
During the nine months ended September
30, 2023, the Company received advances from the Chief Executive Officer of the Company to pay for legal and accounting fees. These loans
are non-interest bearing and due on demand. The amount of loans payable to the CEO as of September 30, 2023 and December 31, 2022 was
$
During the nine months ended September
30, 2022, the Company received advances from a corporation controlled by John Munoz, beneficial owner of 25,000,000 shares of our common
stock and Chief Executive Officer of the Company from inception on January 6, 2016 to July 25, 2017. These loans are non-interest bearing
and due on demand. The amount of loans payable to this corporation as of September 30, 2023 and December 31, 2022 was $-
Sublease Agreement
Effective November 1, 2019, the Company entered into a Sublease Agreement with another corporation controlled by John Munoz. The Sublease Agreement provided for the Company’s use of office space in Long Beach, California at a Monthly Base Rent of $500 per month. The Sublease was month to month and terminable by either party upon 30 days written notice. See Note 7 for description of this liability being forgiven.
For the nine months ended September
30, 2023 and 2022, the Company recorded $-
NOTE 7 - CHANGE OF CONTROL
IA Energy Corp., (“Company”), John R. Munoz (“Seller” or “Munoz”), and JJ C. Javier (“Purchaser” or “Javier”) entered into a Stock Purchase Agreement (“Agreement”) on November 14, 2022 wherein and whereby, the Purchaser was to acquire 25,025,000 Shares of Common Stock of the Company from the Seller. The Company, Munoz, and Javier will be collectively referred to as, the “Parties.”
The Seller indicated that he was the beneficial and owners of record of 25,025,000 Shares of Common Stock (“Control Shares”) of the Company. The Control Shares to be sold under the Agreement represented 68.37 % of the total shares issued and outstanding (“Change of Control”). The purchase price (“Purchase Price”) for the Control Shares was Three Hundred Thousand Dollars ($300,000).
On January 18, 2023, the Parties entered into the First Amendment to Stock Purchase Agreement (“Amendment”).
The Amendment provided that the Purchaser was to purchase all 25,943,800 shares of Common Stock (the “Control Shares”) owned by Munoz for the aggregate purchase price of $300,000, which was an additional 918,800 shares of common stock. The Control Shares sold pursuant to the Agreement and the Amendment represents 70.877% of the issued and outstanding shares of the Company.
Additionally, Munoz had periodically
advanced funds to the Company, which is reflected as Loans Payable, Related Party (“Related Party Loan”) under Current Liabilities
on the financial statements of the Company. The amounts due and owing by the Company to Munoz, as of December 31, 2022 was $
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NOTE 7 – CHANGE OF CONTROL (Continued)
Additionally, as a result of a Sublease
between the Company and Munoz, the financial statements reflect as Accounts Payable, Related Party (“Related Party Accounts Payable”)
under Current Liabilities on the financial statements of the Company, such amounts due and owing by the Company which as of December 31,
2022 was $
The Amendment provided that the full
amount of any Related Party Loan and Related Party Accounts Payable then owing as of the Closing of the transactions contemplated by the
Purchase Agreement, were to be forgiven effective as of the Closing, in total amount of $
Prior to the Closing, the sole officer and director of the Company, pursuant to Section 17-16-810(c) of the Wyoming Business Corporations Act, which provides that a vacancy that will occur at a later date, by reason of a resignation effective at a later date under W.S. 17-16-807(b) or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs, appointed Javier the Sole Director, and President, Secretary, and Chief Financial Officer.
The Closing under the Agreement, the Amendment, and the Escrow occurred on January 18, 2023. At Closing Munoz transferred the Control Shares to Javier, the sole officer and director of the Company resigned, simultaneously with Javier becoming the Sole Director, the President, the Secretary, and Chief Financial Officer. At Closing, the balance of $225,000 was paid by the Escrow Agent to Munoz.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in this periodic report. Some of the statements under “Management’s Discussion and Analysis” and elsewhere herein may include forward-looking statements which reflect our current views with respect to future events and financial performance. These statements include forward-looking statements both with respect to us specifically and the industry in general. Statements which include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “will,” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise. The safe harbor provisions of the federal securities laws do not apply to any forward-looking statements contained in this registration statement.
All forward-looking statements address such matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise.
If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statements you read herein reflect our current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our written and oral forward-looking statements attributable to us or individuals acting on our behalf and such statements are expressly qualified in their entirety by this paragraph.
You should read the following discussion of the Company's financial condition and results of operations in conjunction with the financial statements and related notes included in the filing of the company’s Form 10-K filed on April 13, 2023.
Overview
South East Asia Development Corp., a Wyoming corporation, was a start-up global waste-to-energy company. We were incorporated on January 6, 2016 in the State of Wyoming. Our business office and mailing address Unit 2102, One Global Place, 5th Avenue Corner 25th Street, BGC, Taguig City 1630, Philippines and our telephone number is +63 (2) 79433419.
The Company was formerly known as IA Energy Corp. On May 4, 2023, Articles of Amendment were filed with the Secretary of State of the State of Wyoming, changing the name of the Corporation to South East Asia Development Corp.
Our operations from inception through the Company’s ceasing and abandoning its operations in the Philippines in 2021, were devoted primarily to start-up and development activities, which include: (i) formation of the Company; (ii) development of our business plan; (iii) development of our proprietary waste-to-energy technology; and (iv) marketing of our proprietary waste-to-energy technology. Prior to ceasing and abandoning its operations in the Philippines, significant research and development had been done in furtherance of the Company’s focus to build and operate a pilot facility to process waste tires, but we had not completed development of the proprietary waste-to-energy technology.
As a result of the Company’s ceasing and abandoning its operations in the Philippines, the Company currently has no business operation.
From our inception on January 6, 2016, until the ceasing and abandoning its operations in the Philippines, we have had limited operating activities. During the period from inception on January 6, 2016 until the date of this Form 10-Q we have had no revenues. During the period from inception on January 6, 2016 to September 30, 2023 we had operating expenses of $5,812,900 which consisted mainly of consulting and business development expenses.
Because we have incurred losses, income tax expenses are immaterial. No tax benefits have been booked related to operating loss carryforwards, given our uncertainty of being able to utilize such loss carryforwards in future years. We anticipate incurring additional losses during the coming year.
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Shell Status
As a result of the Company’s ceasing and abandoning its operations in the Philippines, the Company is deemed to be a shell company (as defined in Rule 12b-2 of the Exchange Act).
Emerging Growth Company
As an emerging growth company, we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment and the effectiveness of the internal control structure and procedures for financial reporting.
As an emerging growth company, we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes. These exemptions are also available to us as a Smaller Reporting Company.
Liquidity and Capital Resources
Since inception, the Company has financed its operations through a series of loans and sales of common stock. As of September 30, 2023, our primary source of liquidity consisted of $-0- in cash and cash equivalents. We may seek to secure additional debt or equity capital to finance substantial business development initiatives.
Results of Operations
Following is our discussion of the relevant items affecting results of operations for the three- and nine-month periods ended September 30, 2023, and 2022.
Revenues. For the three and nine months ended September 30, 2023, and 2022, net revenues were $-0-.
Professional and accounting fees. Professional and accounting fees for the three months ended September 30, 2023, and 2022 were $-0- and $150, respectively. Professional and accounting fees for the nine months ended September 30, 2023, and 2022 were $67,176 and $450, respectively. Professional fees consist mainly of the fees related to the audits and reviews of the Company’s financial statements as well as the filings with the Securities and Exchange Commission. The increase for the period ended September 30, 2023 was due to legal and accounting fees associated with the change in control as described in Note 7 in the notes to the financial statements. The Company anticipates that professional fees will increase commensurate with an increase in operations.
Other selling, general and administrative expenses. Other selling, general and administrative expenses for the three months ended September 30, 2023, and 2022 were $-0- and $1,560, respectively. Other selling, general and administrative expenses for the nine months ended September 30, 2023, and 2022 were $30 and $4,740, respectively. We expect that selling, general and administrative expenses will increase as we add personnel to build our business.
Other Income (Expense). The Company had net other income of $340,233 for the nine months ended September 30, 2023. This amount represents the gain on forgiveness of debt that was recorded as part of the change in control as described in Note 7 in the notes to the financial statements. The stock purchase agreement stated that all liabilities due to the seller in the transaction would be forgiven. The Company had net other income of $-0- for the nine months ended September 30, 2022.
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Liquidity and Capital Resources
As of September 30, 2023, our primary source of liquidity consisted of $-0- in cash and cash equivalents. We hold most of our cash reserves in local checking accounts with local financial institutions. Since inception, we have financed our operations through a combination of short and long-term loans, and through the private placement of our common stock.
We have sustained significant net losses which have resulted in an accumulated deficit on September 30, 2023 of $5,812,900 and are currently experiencing a substantial shortfall in operating capital which raises doubt about our ability to continue as a going concern. We generated a net loss for the year ended December 31, 2022 of $44,883 and net income for the nine months ended September 30, 2023 of $273,027. The net income for 2023 was primarily the result of the forgiveness of debt rather than from operations. Without additional revenues, working capital loans, or equity investment, there is substantial doubt as to our ability to continue operations.
We believe these conditions have resulted from the inherent risks associated with small public companies. Such risks include, but are not limited to, the ability to (i) generate revenues and sales of our products and services at levels sufficient to cover our costs and provide a return for investors, (ii) attract additional capital in order to finance growth, and (iii) successfully compete with other comparable companies having financial, production and marketing resources significantly greater than those of the Company.
We believe that our capital resources are insufficient for ongoing operations, with minimal current cash reserves, particularly given the resources necessary to expand our business. We will likely require considerable amounts of financing to make any significant advancement in our business strategy.
There is presently no agreement in place that will guarantee financing for our Company, and we cannot assure you that we will be able to raise any additional funds, or that such funds will be available on acceptable terms.
Funds raised through future equity financing will likely be substantially dilutive to current stockholders. Lack of additional funds will materially affect our Company and our business and may cause us to substantially curtail or even cease operations. Consequently, you could incur a loss of your entire investment in the Company.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
Critical Accounting Policies and Estimates
Due to the lack of current operations and limited business activities, the Company does not have any accounting policies that it believes are critical to facilitate an investor’s understanding of the Company’s financial and operating status.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act").
Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that, as a result of the material weakness described below, our disclosure controls and procedures were not effective as of September 30, 2023.
The material weakness, which relates to internal control over financial reporting, which was identified is: due to our small size, we do not have a proper segregation of duties in certain areas of our financial reporting process. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis.
Changes in Internal Controls
There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not a party to any pending legal proceeding. No federal, state or local governmental agency is presently contemplating any proceedings against the Company. No director, executive officer or affiliate of the Company or owner of record or beneficially of more than five percent of the Company's common stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 5. OTHER INFORMATION
Shell Status
Since early 2020, the Company’s business and research and development activities were adversely affected due to the COVID-19 pandemic, and in 2021 the Company ceased and abandoned its operations in the Philippines, and the Company currently does not have any business activities, and therefor is deemed to be a shell company (as defined in Rule 12b-2 of the Exchange Act).
Change Of Control
IA Energy Corp., (“Company”), John R. Munoz (“Seller” or “Munoz”), and JJ C. Javier (“Purchaser” or “Javier”) entered into a Stock Purchase Agreement (“Agreement”) on November 14, 2022 wherein and whereby, the Purchaser was to acquire 25,025,000 Shares of Common Stock of the Company from the Seller. The Company, Munoz, and Javier will be collectively referred to as, the “Parties.”
The Seller indicated that he was the beneficial and owners of record of 25,025,000 Shares of Common Stock (“Control Shares”) of the Company. The Control Shares to be sold under the Agreement represented 68.37 % of the total shares issued and outstanding (“Change of Control”). The purchase price (“Purchase Price”) for the Control Shares was Three Hundred Thousand Dollars ($300,000).
| 16 |
On January 18, 2023, the Parties entered into the First Amendment to Stock Purchase Agreement (“Amendment”).
The Amendment provided that the Purchaser was to purchase all 25,943,800 shares of Common Stock (the “Control Shares”) owned by Munoz for the aggregate purchase price of $300,000, which was an additional 918,800 shares of common stock. The Control Shares sold pursuant to the Agreement and the Amendment represents 70.877% of the issued and outstanding shares of the Company.
Additionally, Munoz had periodically advanced funds to the Company, which is reflected as Loans Payable, Related Party (“Related Party Loan”) under Current Liabilities on the financial statements of the Company. The amounts due and owing by the Company to Munoz, as of December 31, 2022 was $291,231.
Additionally, as a result of a Sublease between the Company and Munoz, the financial statements reflect as Accounts Payable, Related Party (“Related Party Accounts Payable”) under Current Liabilities on the financial statements of the Company, such amounts due and owing by the Company which as of December 31, 2022 was $33,000.
The Amendment provided that the full amount of any Related Party Loan and Related Party Accounts Payable then owing as of the Closing of the transactions contemplated by the Purchase Agreement, were to be forgiven effective as of the Closing, in total amount of $340,233. This amount has been reflected as Gain on Forgiveness of Debt in the statement of operations for the nine months ended September 30, 2023.
Prior to the Closing, the sole officer and director of the Company, pursuant to Section 17-16-810(c) of the Wyoming Business Corporations Act, which provides that a vacancy that will occur at a later date, by reason of a resignation effective at a later date under W.S. 17-16-807(b) or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs, appointed Javier the Sole Director, and President, Secretary, and Chief Financial Officer.
The Closing under the Agreement, the Amendment, and the Escrow occurred on January 18, 2023. At Closing Munoz transferred the Control Shares to Javier, the sole officer and director of the Company resigned, simultaneously with Javier becoming the Sole Director, the President, the Secretary, and Chief Financial Officer. At Closing, the balance of $225,000 was paid by the Escrow Agent to Munoz.
Articles of Amendment
On May 4, 2023, Articles of Amendment were filed with the Secretary of State of the State of Wyoming, changing the name of the Corporation to South East Asia Development Corp.
ITEM 6. EXHIBITS
| (a) | Financial Statements. The following financial statements are filed as part of this report: |
| Unaudited Financial Statements for the Quarter Ending September 30, 2023: |
| The condensed unaudited Balance Sheet as of September 30, 2023 and the audited balance sheet as of December 31, 2022; |
| The condensed unaudited Statements of Operations for the three- and nine-month periods ended September 30, 2023 and 2022; |
| The condensed unaudited Statements of Cash Flows for the nine-month periods ended September 30, 2023 and 2022; |
| The condensed unaudited Statements of Stockholders’ Equity (Deficit) for the nine-month periods ended September 30, 2023 and 2022; |
| Notes to the Financial Statements |
| 17 |
| (b) | Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K. |
|
Exhibit Number* |
Description of Exhibit | |
| 3(i) | Articles of Incorporation of IA Energy Corp. (1) | |
| 3(ii) | Articles of Amendment filed May 4, 2023 (2) | |
| 3(iii) | By-Laws of South East Asia Development Corp. (1) | |
| 14 | South East Asia Development Corp. Code of Ethics(1) | |
| 31(i) | CEO certification pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 (3) | |
| 31(ii) | CFO certification pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 (3) | |
| 32 | CEO and CFO certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3) | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
________________________
1 Previously filed on Form S-1 on September 29, 2017.
2 Previously filed on Form 10-Q on May 22, 2023
3 Filed herewith.
| * | All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. |
| ** | Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability. |
| 18 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: November 21, 2023 | /s/ JJ C. Javier | ||
| By: JJ C. Javier | |||
| Its: Chief Executive Officer and Principal Accounting Officer | |||
| Dated: November 21, 2023 | /s/ JJ C. Javier | ||
| By: JJ C. Javier, Director |
| 19 |
Exhibit 31(i)
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14
I, JJ C. Javier, certify that:
1. I have reviewed this quarterly report on Form 10-Q of South East Asia Development Corp, for the period ended September 30, 2023;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have, for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and,
(d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and,
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and,
(b) Any fraud, whether or not material, which involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
| Dated: November 21, 2023 | /s/ JJ C. Javier | |||
| By: JJ C. Javier | ||||
| Its: Chief Executive Officer |
Exhibit 31(ii)
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14
I, JJ C. Javier, certify that:
1. I have reviewed this quarterly report on Form 10-Q of South East Asia Development Corp, for the period ended September 30, 2023;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have, for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and,
(d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and,
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and,
(b) Any fraud, whether or not material, which involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
| Dated: November 21, 2023 | /s/ JJ C. Javier | |||
| By: JJ C. Javier | ||||
| Its: Chief Financial Officer |
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of South East Asia Development Corp. (the “Company”) on Form 10-Q for the quarter ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, JJ C. Javier, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and,
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| Dated: November 21, 2023 | /s/ JJ C. Javier | |||
| By: JJ C. Javier | ||||
| Its: Chief Executive Officer, President and Secretary | ||||
| Dated November 21, 2023 | /s/ JJ C. Javier | |||
| By: JJ C. Javier | ||||
| Its: Chief Financial Officer |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Condensed Balance Sheets (Unaudited) - USD ($) |
Sep. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| CURRENT ASSETS | ||
| Cash and cash equivalents | $ 0 | $ 204 |
| TOTAL CURRENT ASSETS AND TOTAL ASSETS | 0 | 204 |
| CURRENT LIABILITIES | ||
| Accounts payable, related party | 0 | 33,000 |
| Loans payable, related party | 51,000 | 291,231 |
| TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES | 51,000 | 324,231 |
| STOCKHOLDERS' EQUITY (DEFICIT) | ||
| Preferred stock, $0.0001 par value; 20,000,000 shares authorized, -0- shares issued | 0 | 0 |
| Common stock, $0.0001 par value; 500,000,000 shares authorized, 36,603,800 and 36,603,800 shares issued and outstanding, respectively | 3,660 | 3,660 |
| Additional paid-in capital | 5,758,240 | 5,758,240 |
| Accumulated deficit | (5,812,900) | (6,085,927) |
| Total Stockholders' Equity (Deficit) | (51,000) | (324,027) |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 204 |
Condensed Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
|
| Income Statement [Abstract] | ||||
| NET REVENUES | $ 0 | $ 0 | $ 0 | $ 0 |
| OPERATING EXPENSES | ||||
| Professional and accounting fees | 0 | 150 | 67,176 | 450 |
| Other selling, general and administrative | 0 | 1,560 | 30 | 4,740 |
| Total Operating Expenses | 0 | 1,710 | 67,206 | 5,190 |
| LOSS FROM OPERATIONS | 0 | (1,710) | (67,206) | (5,190) |
| OTHER INCOME (EXPENSES) | ||||
| Gain on forgiveness of debt | 0 | 0 | 340,233 | 0 |
| Total Other Income | 0 | 0 | 340,233 | 0 |
| NET INCOME (LOSS) | $ 0 | $ (1,710) | $ 273,027 | $ (5,190) |
Condensed Statements of Operations (Unaudited) (Parenthetical) - $ / shares |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
|
| Income Statement [Abstract] | ||||
| Earnings Per Share, Basic | $ (0.00) | $ (0.00) | $ 0.01 | $ (0.00) |
| Earnings Per Share, Diluted | $ (0.00) | $ (0.00) | $ 0.01 | $ (0.00) |
| Weighted Average Number of Shares Outstanding, Basic | 36,603,800 | 36,603,800 | 36,603,800 | 36,603,800 |
| Weighted Average Number of Shares Outstanding, Diluted | 36,603,800 | 36,603,800 | 36,603,800 | 36,603,800 |
ORGANIZATION AND DESCRIPTION OF BUSINESS |
9 Months Ended |
|---|---|
Sep. 30, 2023 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
IA Energy Corp. (the Company) was incorporated in the State of Wyoming on January 6, 2016. Our operations to date have been devoted primarily to start-up and development activities, which include: (i) formation of the Company; (ii) development of our business plan; (iii) development of our proprietary waste-to-energy technology; and (iv) marketing of our proprietary waste-to-energy technology. We have not completed development of our proprietary waste-to-energy technology and there is no assurance that we will be successful in completing the development.
On May 4, 2023, the Company filed Articles of Amendment with the Wyoming Secretary of State to change the name of the Company to South East Asia Development Corp.
|
SIGNIFICANT ACCOUNTING POLICIES |
9 Months Ended |
|---|---|
Sep. 30, 2023 | |
| Accounting Policies [Abstract] | |
| SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. The following policies are considered to be significant:
a. Accounting Method
The Company recognizes income and expenses based on the accrual method of accounting. The Company has elected a calendar year-end.
b. Interim Financial Statements
The interim financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. These statements reflect all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the information contained herein. Operating results for the nine months ended September 30, 2023, are not necessarily indicative of results that may be expected for the year ending December 31, 2023.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the Unites States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2022 as included in our report on Form 10-K.
c. Cash and Cash Equivalents and Restricted Cash
Cash equivalents are generally comprised of certain highly liquid investments with original maturities of less than three months.
d. Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
e. Revenue Recognition
The Company recognizes revenue according to ASC 606, Revenue from Contracts with Customers. When the customer obtains control over the promised goods or services, the Company records revenue in the amount of consideration that can be expected to be received in exchange for those goods and services.
The Company determines revenue recognition based upon the following five (5) criteria:
Step 1 Identification of the contract with the customer
Step 2 Identification of promised goods and services and evaluation of whether the promised goods and services are distinct performance obligations
Step 3 Determination of the transaction price
Step 4 Allocation of the transaction price to distinct performance obligations
Step 5 Attribution of revenue for each distinct performance obligation
f. Income Taxes
The Company accounts for income taxes using the asset and liability method. Under this method, deferred income taxes are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which differences are expected to reverse. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that all or some portion of such deferred tax assets will not be realized. A full allowance against deferred tax assets was provided as of September 30, 2023 and December 31, 2022.
At September 30, 2023, the Company had net operating loss carryforwards of approximately $669,000 which may be offset against future taxable income. Approximately $280,000 expires in 2036 and 2037 and approximately $389,000 does not expire. No tax benefit has been reported in the financial statements because the potential tax benefits of the net operating loss carryforwards are offset by a valuation allowance of the same amount.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a significant change in ownership occur, net operating loss carryforwards may be limited as to future use.
Basic net loss per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. For the periods presented, the issued and outstanding warrants (See Note 3) were excluded from the calculation of diluted shares outstanding as the effect of their inclusion would be anti-dilutive.
h. Recent Accounting Pronouncements
Certain accounting pronouncements have been issued by the FASB and other standard-setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.
i. Subsequent Events
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there are no events requiring disclosure.
|
EQUITY TRANSACTIONS |
9 Months Ended |
|---|---|
Sep. 30, 2023 | |
| Equity [Abstract] | |
| EQUITY TRANSACTIONS | NOTE 3 - EQUITY TRANSACTIONS
The Company has shares of common stock authorized with a par value of $. 25,000,000 shares of common stock were issued to the founder of the Company on incorporation.
|
FINANCIAL INSTRUMENTS |
9 Months Ended |
|---|---|
Sep. 30, 2023 | |
| Fair Value Disclosures [Abstract] | |
| FINANCIAL INSTRUMENTS | NOTE 4 - FINANCIAL INSTRUMENTS
Our financial instruments consist of cash and cash equivalents, accounts payable and loans payable. The carrying amount of these assets and liabilities approximates fair value due to their short-term nature.
|
GOING CONCERN |
9 Months Ended |
|---|---|
Sep. 30, 2023 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| GOING CONCERN | NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has sustained significant net losses which have resulted in an accumulated deficit at September 30, 2023 of $5,812,900 and has experienced periodic cash flow difficulties, all of which raise substantial doubt regarding the Company’s ability to continue as a going concern.
Continuation of the Company as a going concern is dependent upon obtaining additional working capital. The management of the Company has developed a strategy which it believes will accomplish this objective through short term loans from related parties and additional equity investments which will enable the Company to continue operations for the coming year. However, there is no assurance that these objectives will be met. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from the outcome of this uncertainty.
|
RELATED PARTY TRANSACTIONS |
9 Months Ended |
|---|---|
Sep. 30, 2023 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 6 - RELATED PARTY TRANSACTIONS
Loans Payable, Related Party
During the nine months ended September 30, 2023, the Company received advances from the Chief Executive Officer of the Company to pay for legal and accounting fees. These loans are non-interest bearing and due on demand. The amount of loans payable to the CEO as of September 30, 2023 and December 31, 2022 was $51,000 and $-0-, respectively.
During the nine months ended September 30, 2022, the Company received advances from a corporation controlled by John Munoz, beneficial owner of 25,000,000 shares of our common stock and Chief Executive Officer of the Company from inception on January 6, 2016 to July 25, 2017. These loans are non-interest bearing and due on demand. The amount of loans payable to this corporation as of September 30, 2023 and December 31, 2022 was $-0- and $291,231, respectively. See Note 7 for description of this liability being forgiven.
Sublease Agreement
Effective November 1, 2019, the Company entered into a Sublease Agreement with another corporation controlled by John Munoz. The Sublease Agreement provided for the Company’s use of office space in Long Beach, California at a Monthly Base Rent of $500 per month. The Sublease was month to month and terminable by either party upon 30 days written notice. See Note 7 for description of this liability being forgiven.
For the nine months ended September 30, 2023 and 2022, the Company recorded $-0- and $4,500, respectively, in rent expense which is included in other selling, general and administrative expenses.
|
CHANGE OF CONTROL |
9 Months Ended |
|---|---|
Sep. 30, 2023 | |
| Change Of Control | |
| CHANGE OF CONTROL | NOTE 7 - CHANGE OF CONTROL
IA Energy Corp., (“Company”), John R. Munoz (“Seller” or “Munoz”), and JJ C. Javier (“Purchaser” or “Javier”) entered into a Stock Purchase Agreement (“Agreement”) on November 14, 2022 wherein and whereby, the Purchaser was to acquire 25,025,000 Shares of Common Stock of the Company from the Seller. The Company, Munoz, and Javier will be collectively referred to as, the “Parties.”
The Seller indicated that he was the beneficial and owners of record of 25,025,000 Shares of Common Stock (“Control Shares”) of the Company. The Control Shares to be sold under the Agreement represented 68.37 % of the total shares issued and outstanding (“Change of Control”). The purchase price (“Purchase Price”) for the Control Shares was Three Hundred Thousand Dollars ($300,000).
On January 18, 2023, the Parties entered into the First Amendment to Stock Purchase Agreement (“Amendment”).
The Amendment provided that the Purchaser was to purchase all 25,943,800 shares of Common Stock (the “Control Shares”) owned by Munoz for the aggregate purchase price of $300,000, which was an additional 918,800 shares of common stock. The Control Shares sold pursuant to the Agreement and the Amendment represents 70.877% of the issued and outstanding shares of the Company.
Additionally, Munoz had periodically advanced funds to the Company, which is reflected as Loans Payable, Related Party (“Related Party Loan”) under Current Liabilities on the financial statements of the Company. The amounts due and owing by the Company to Munoz, as of December 31, 2022 was $291,231.
Additionally, as a result of a Sublease between the Company and Munoz, the financial statements reflect as Accounts Payable, Related Party (“Related Party Accounts Payable”) under Current Liabilities on the financial statements of the Company, such amounts due and owing by the Company which as of December 31, 2022 was $33,000.
The Amendment provided that the full amount of any Related Party Loan and Related Party Accounts Payable then owing as of the Closing of the transactions contemplated by the Purchase Agreement, were to be forgiven effective as of the Closing, in total amount of $340,233. This amount has been reflected as Gain on Forgiveness of Debt in the statement of operations for the nine months ended September 30, 2023.
Prior to the Closing, the sole officer and director of the Company, pursuant to Section 17-16-810(c) of the Wyoming Business Corporations Act, which provides that a vacancy that will occur at a later date, by reason of a resignation effective at a later date under W.S. 17-16-807(b) or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs, appointed Javier the Sole Director, and President, Secretary, and Chief Financial Officer.
The Closing under the Agreement, the Amendment, and the Escrow occurred on January 18, 2023. At Closing Munoz transferred the Control Shares to Javier, the sole officer and director of the Company resigned, simultaneously with Javier becoming the Sole Director, the President, the Secretary, and Chief Financial Officer. At Closing, the balance of $225,000 was paid by the Escrow Agent to Munoz. |
SIGNIFICANT ACCOUNTING POLICIES (Policies) |
9 Months Ended |
|---|---|
Sep. 30, 2023 | |
| Accounting Policies [Abstract] | |
| Accounting Method | a. Accounting Method
The Company recognizes income and expenses based on the accrual method of accounting. The Company has elected a calendar year-end.
|
| Interim Financial Statements | b. Interim Financial Statements
The interim financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. These statements reflect all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the information contained herein. Operating results for the nine months ended September 30, 2023, are not necessarily indicative of results that may be expected for the year ending December 31, 2023.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the Unites States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2022 as included in our report on Form 10-K.
|
| Cash and Cash Equivalents and Restricted Cash | c. Cash and Cash Equivalents and Restricted Cash
Cash equivalents are generally comprised of certain highly liquid investments with original maturities of less than three months.
|
| Use of Estimates in the Preparation of Financial Statements | d. Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
|
| Revenue Recognition | e. Revenue Recognition
The Company recognizes revenue according to ASC 606, Revenue from Contracts with Customers. When the customer obtains control over the promised goods or services, the Company records revenue in the amount of consideration that can be expected to be received in exchange for those goods and services.
The Company determines revenue recognition based upon the following five (5) criteria:
Step 1 Identification of the contract with the customer
Step 2 Identification of promised goods and services and evaluation of whether the promised goods and services are distinct performance obligations
Step 3 Determination of the transaction price
Step 4 Allocation of the transaction price to distinct performance obligations
Step 5 Attribution of revenue for each distinct performance obligation
|
| Income Taxes | f. Income Taxes
The Company accounts for income taxes using the asset and liability method. Under this method, deferred income taxes are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which differences are expected to reverse. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that all or some portion of such deferred tax assets will not be realized. A full allowance against deferred tax assets was provided as of September 30, 2023 and December 31, 2022.
At September 30, 2023, the Company had net operating loss carryforwards of approximately $669,000 which may be offset against future taxable income. Approximately $280,000 expires in 2036 and 2037 and approximately $389,000 does not expire. No tax benefit has been reported in the financial statements because the potential tax benefits of the net operating loss carryforwards are offset by a valuation allowance of the same amount.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a significant change in ownership occur, net operating loss carryforwards may be limited as to future use.
|
| Basic and Diluted Net Loss per Share of Common Stock |
Basic net loss per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. For the periods presented, the issued and outstanding warrants (See Note 3) were excluded from the calculation of diluted shares outstanding as the effect of their inclusion would be anti-dilutive.
|
| Recent Accounting Pronouncements | h. Recent Accounting Pronouncements
Certain accounting pronouncements have been issued by the FASB and other standard-setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.
|
| Subsequent Events | i. Subsequent Events
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there are no events requiring disclosure.
|
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) |
Sep. 30, 2023
USD ($)
|
|---|---|
| Accounting Policies [Abstract] | |
| Operating Loss Carryforwards | $ 669,000 |
| Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 280,000 |
| Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | $ 389,000 |
EQUITY TRANSACTIONS (Details Narrative) |
Sep. 30, 2023
$ / shares
shares
|
|---|---|
| Equity [Abstract] | |
| Common Stock, Shares Authorized | shares | 500,000,000 |
| Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
GOING CONCERN (Details Narrative) - USD ($) |
Sep. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
| Retained Earnings (Accumulated Deficit) | $ 5,812,900 | $ 6,085,927 |
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) |
9 Months Ended | ||
|---|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
|
| Related Party Transaction [Line Items] | |||
| Loans payable, related party | $ 51,000 | $ 291,231 | |
| Operating Lease, Expense | 0 | $ 4,500 | |
| John Munoz [Member] | |||
| Related Party Transaction [Line Items] | |||
| Loans payable, related party | 0 | 291,231 | |
| CEO [Member] | |||
| Related Party Transaction [Line Items] | |||
| Other Loans Payable | $ 51,000 | $ 0 | |
CHANGE OF CONTROL (Details Narrative) - USD ($) |
3 Months Ended | 9 Months Ended | |||
|---|---|---|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
| Loans payable, related party | $ 51,000 | $ 51,000 | $ 291,231 | ||
| Gain (Loss) on Extinguishment of Debt | 0 | $ 0 | 340,233 | $ 0 | |
| John Munoz [Member] | |||||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
| Accounts payable, related party | 33,000 | ||||
| John Munoz [Member] | |||||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
| Loans payable, related party | $ 0 | $ 0 | $ 291,231 | ||
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