UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-K /A


Amendment No. 1








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





For the fiscal year ended December 31, 2016





OR





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





For the transition period
fromto





Commission file number: 333-207095








Eco Energy Tech Asia, Ltd.





(Exact Name of Registrant as Specified in Its Charter)








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








Unit 503, 5/F, Silvercord Tower 2,


30 Canton Road, TST,


Kowloon, Hong Kong.





(Address of Principal Executive Offices and Zip Code)





(852) 91235575





Registrant’s telephone
number, including area code)








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





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





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





None











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





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





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











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





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





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





Large accelerated filer
☐
Accelerated filer
☐Non-accelerated
filer
☐  (Do
not check if a smaller reporting company)
Smaller reporting company
☒





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





As of March 31, 2017, there were outstanding 21,671,600 shares of
the registrant’s common stock, par value $0.001 per
share.








DOCUMENTS INCORPORATED BY REFERENCE





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





EXPLANATORY NOTE





The date was inadvertently omitted from the Auditor Report. This
Form 10k/A is being filed for the sole purpose of including the
Auditor Report dated March 31, 2017. There are no other changes or
revisions to the filing.







































































TABLE OF CONTENTS





PagePART I
1Item 1.
Business
1Item 1A. Risk
Factors
9Item 1B. Unresolved
Staff Comments
9Item 2.
Properties
10Item 3. Legal
Proceedings
10Item 4. Mine Safety
Disclosures
10PART II
10Item 5. Market for
Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
10Item 6. Selected
Financial Data
11Item 7.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
11Item 7A. Quantitative
and Qualitative Disclosures About Market Risk
18Item 8. Financial
Statements and Supplementary Data
18Item 9. Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure
18Item 9A. Controls and
Procedures
19Item 9B. Other
Information
19PART III
20Item 10. Directors,
Executive Officers and Corporate Governance
20Item 11. Executive
Compensation
22Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
22Item 13. Certain
Relationships and Related Transactions, and Director
Independence
23Item 14. Principal
Accountant Fees and Services
23PART IV
24Item 15. Exhibits and
Financial Statement Schedules
24








i








SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS





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





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





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









































ii





PART I





ITEM 1.
BUSINESS





Overview





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





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





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





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





Marketing Overview





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





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





Product Overview





●Turnkey
Biodomes


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





●Micropropagation
Services


We intend to provide commercial growers worldwide with the highest
quality, certified disease free, high-yielding plantlets grown in a
closed-controlled environment from both seeds and cuttings obtained
by micropropagation.





●Karma Verdi Brand: Local.
Everywhere.


We intend to develop a global network of small commercial growers
interested in contract growing for the Karma Verdi Brand. This
brand will differentiate itself by growing produce locally so it is
fresh, and where possible, alive to increase shelf life for both
retailers and consumers year-round.




















1





ITEM 1.
BUSINESS (CONTINUED)





Background





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





Increasing Populations





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








Energy Inflation













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


__________________________


1 Wolfram Alpha data worldwide


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


3 Wolfram Alpha data for the United States





Global Warming / Climate Change
















2





ITEM 1.
BUSINESS  (CONTINUED)





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





Food Inflation







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





Consumer Food Choice Trends





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





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





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





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





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


______________________________________________________________________


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


5 Wolfram Alpha data for the United States





Our Products





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























3





ITEM 1.
BUSINESS  (CONTINUED)





Turnkey Biodomes





We design and build climate-controlled Biodomes with Vertical
Aeroponic Growing Cabinets that mitigate the risks associated with
growing vegetables, herbs, microgreens, and fruits. Biodomes can be
designed to incorporate retail areas and be situated at ground
level, on rooftops in urban areas, or in virtually any geographic
location. Revenues will be generated from the sale of Biodomes,
vertical aeroponic growing cabinets, nutrient solutions, and
support media.





Micropropagation
Services





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





Karma Verdi Brand: Local. Everywhere





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





Technologies





EcoEnergy Biodome





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





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





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














4





ITEM 1.
BUSINESS  (CONTINUED)





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





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





Plant Lighting





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





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





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





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





Plant Biotechnology and Micropropagation Laboratory





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











5





ITEM 1.
BUSINESS  (CONTINUED)





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





Growing Cabinets





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





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





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





Nutrient Solution





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





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





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





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





Biodome Control Systems





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





In alphabetical order, control systems include:





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


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




















6





ITEM 1.
BUSINESS  (CONTINUED)





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


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


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





The Opportunity





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





Growing Environment to Supply
Local Markets





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





Growing Environment with a Smaller Footprint





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





More Productive Year-Round Growing Environment





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





Healthier Growing Environment





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





Improved Growing System





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





Healthier and Diversified Range of Niche Products





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





Lower Cost Branding Solution for Local Suppliers





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





7





ITEM 1.
BUSINESS  (CONTINUED)





Target Markets





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





Commercial
Growers





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





Eco Business Opportunities
Potential Opportunities for Eco to Market:Turn-Key
Biodomes
YesSoilless Growing
Systems & Supplies
YesGreenhouse
Retrofits
YesMicropropagation
Services
YesProduction &
Sale of Biodome-Grown Produce/Herbs/Specialty Crops
YesKarma
Verdi Brand
Yes





Competition





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





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





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





Our Competitive Advantage





Biodomes versus Traditional Greenhouses





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





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





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





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





8





ITEM 1.
BUSINESS  (CONTINUED)





Growing Systems





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





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





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





Property and Facilities





Our Hong Kong business office is located at Unit 503, 5F Silvercord
Tower 2, 30 Canton Road, TST, Kowloon, Hong Kong.  This
office is provided to us by our Chief Executive Officer, President
and Director, Yuen May Cheung, at no cost to our Company. Through
our Canadian subsidiary, 7582919 Canada Inc., we own a parcel of
land at 4174 184th Street, Surrey, British Columbia, Canada (the
“Land”). The Land is approximately five (5) acres and
is valued at $705,964. We currently have mortgages on the parcel in
the original principal amount of $725,285. We make monthly payments
of $5,352. The current outstanding balances on the mortgages are
$605,268 as of December 31, 2016.





Dependence on One or a Few Major Customers





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





Environmental Regulations





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





Patents, Trademarks and Licenses





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





Employees





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





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





ITEM 1A.
RISK FACTORS





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








ITEM 1B.
UNRESOLVED STAFF COMMENTS





We have no unresolved staff comments.





9





ITEM 2.
PROPERTIES





Our Hong Kong business office is located at Unit 503, 5F Silvercord
Tower 2, 30 Canton Road, TST, Kowloon, Hong Kong.  This
office is provided to us by our Chief Executive Officer, President
and Director, Yuen May Cheung, at no cost to our Company. Through
our Canadian subsidiary, 7582919 Canada Inc., we own a parcel of
land at 4174 184th Street, Surrey, British Columbia, Canada (the
“Land”). The Land is approximately five (5) acres and
is valued at $705,964. We currently have mortgages on the parcel in
the original principal amount of $725,285. We make monthly payments
of $5,352. The current outstanding balances on the mortgages are
$605,268 as of December 31, 2016. We currently own a Biodome we
have constructed on the Land and it is no valued after 5 years
depreciated.








ITEM 3.
LEGAL PROCEEDINGS





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








ITEM 4.
MINE SAFETY DISCLOSURES





Not applicable.








PART II





ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES





Market Information





Our common stock has been quoted on the OTCQB under the symbol
"EYTH since March 3, 2016. Prior to March 3, 2016, there was no
active market for our common stock.





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





Quarter Ended
High
Low30/9/2016
$7.5
$331/12/2016
$8
$4





The last reported bid price of our common stock on the OTCQB on
March 30, 2017, was $8.








Dividend Policy





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








Equity Compensation Plan Information





None








Recent Sales of Unregistered Securities





On May 20, 2016, we issued 1,021,600 shares of our common stock to
five (5) investors at a price of $0.10 per share, for an aggregate
value of $102,160. All investors we non-US citizens and we relied
upon an exemption from registration pursuant to Regulation S of the
Securities Act of 1933.





10





ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
(CONTINUED)





Issuer Purchases of Equity Securities





None








ITEM 6.
SELECTED FINANCIAL DATA





Not Applicable








ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS





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





Plan of Operations





Company Summary





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





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





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





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





We are a development stage company that has generated no revenues
and has had limited operations to date. From January 20, 2015 (date
of inception) to December 31, 2016, we have incurred accumulated
net losses of $1,620,121 As of December 31, 2016, we had $698,308
in current assets and current liabilities of $6,563,999. Through
December 31, 2016, we have issued an aggregate of 21,671,600 shares
of our common stock since our inception. We issued 20,000,000
shares of our common stock pursuant to the Share Exchange Agreement
on February 27, 2015, and we issued a total of 650,000 shares to 41
separate foreign shareholders on April 24, 2015, pursuant to a
private placement of our common stock exempt from registration
under Regulation S of the Securities Act of 1933, for total
proceeds of approximately $6,500. On May 20, 2016, we issued
1,021,600 shares of our common stock to five foreign (5)
shareholders, pursuant to a private placement of our common stock
exempt from registration under Regulation S of the Securities Act
of 1933, at a price of $0.10 per share, for an aggregate value of
$102,160. Except for the transaction pursuant to the Share Exchange
Agreement described above, since our inception we have not made any
significant purchase or sale of assets, nor have we been involved
in any mergers, acquisitions or consolidations.





11





ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)





Our Business





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





We have completed the first Biodomes on five acres land which
located 4174 184th Street, Surrey, Canada, and we are in process of
establishing manufacturing capabilities. EcoEnergy designs and
builds climate-controlled Biodomes with Vertical Aeroponic Growing
Cabinets that mitigate the risks associated with growing
vegetables, herbs, microgreens, and fruits. Biodomes can be
designed to incorporate retail areas and be situated at ground
level, on rooftops in urban areas, or in virtually any geographic
location. Revenues will be generated from the sale of Biodomes,
vertical aeroponic growing cabinets, nutrient solutions, and
support media.





Our goals over the next twelve (12) months are to:





●
Commercialization
of the first BioDomes in Canada●
Development
and Commercialization of the Biodomes for the Asian
Market●
Contracting
to build the first BioDomes in China Market●
Development
the second generation of the Biodomes●
Increase
sales, engineering, and support personnel





Expenditures





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





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





Months 1-3
Months
4 - 6
Months
7-9
Months
10-12
Total
12 monthsMortgage
$16,000
$16,000
$16,000
$16,000
$64,000Payroll
$80,000
$80,000
$100,000
$120,000
$380,000Loans
$9,000
$9,000
$9,000
$9,000
$36,000Supplies
$10,000
$12,000
$12,000
$15,000
$49,000Utilities
$3,000
$4,500
$6,000
$8,000
$21,500Accounting
$5,000
$5,000
$5,000
$5,000
$20,000Legal
$5,000
$6,000
$6,000
$6,000
$23,000Auditing
$5,000
$5,000
$5,000
$30,000
$45,000CFO
$22,500
$22,500
$22,500
$22,500
$90,000VP
Sales
$15,000
$15,000
$15,000
$15,000
$60,000ConsultingProject
Management
$16,500
$16,500
$16,500
$16,500
$66,000Product
Development
$30,000
$30,000
$15,000
$15,000
$90,000EngineeringMechanical
$50,000
$50,000
$30,000
$30,000
$160,000Electrical
$20,000
$20,000
$20,000
$20,000
$80,000Software
$30,000
$10,000
$10,000
$10,000
$60,000MarketingAdvertising
$200,000
$250,000
$280,000
$300,000
$1,030,000Promotion
$50,000
$75,000
$100,000
$150,000
$375,000Investor
Relations
$100,000
$120,000
$150,000
$200,000
$570,000Total
Expenditures
$667,000
$746,500
$818,000
$988,000
$3,219,500





12





ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)





Milestones





Months 1 through 3





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





o
Complete
development on the next generation of BioDomeo
Define
the testing procedures Nutrition Fluid with New Pi-water
system.o
Apply
for Trademark registration in China and process the application of
patent in China and Japan that are currently in
process.o
Enter
into contract with a factory and the contractor for the first
BioDome development in Chinao
Start
the new architecture drawing in the second level of expansion in
Canada propertyo
Design
the new flame work of the BioDomeo
Hire
three engineering staff in Canada and China





BioDome II





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





Testing of Nutrition Solution





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





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





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





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





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





Months 4 through 6





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





o
Hiring
theArchitecture company for
the new design for BioDome in Chinao
Seek
more suppliers for the materials for lighting and nutrition
fluidso
Hiring
the first  architecture drawing of expansion in Canada
siteo
Engage
the engineering company to design the Controlled Atmosphere ( no
CO2) Storages


o
Developing
second generation of Aeroponic Growing Systemso
Begin
advertising / promotion campaign





Hiring the Architecture Company for the new design for BioDome in
China Project





Eco Energy will use ETFE pillows as cladding for its Biodomes with
the pillows held in place by aluminum keder tracks and compression
plates. Structural movement is absorbed within each panel. A
significant architectural feature of Eco Energy Biodome is that
they are largely sealed and equipped with air-lock doors. These
features limit the venting of carbon dioxide (which is added as a
plant growth accelerant) and keep insects and pathogens
out.





13





ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)





Hiring the first architecture drawing of expansion in Canada
site





The Canada greenhouse projects can be expanded to 200,000 sq. ft.
and storage to 50,000 sq. ft. with controlled atmosphere storages
system. We are hiring Karl Wein & Associates to prepare
architectural drawings for new development purpose.





Engage the engineering company to design the Controlled Atmosphere
Storages





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





Developing second generation of Aeroponic Growing
Systems





Conventional soil-based agriculture may use anywhere from 200 to
400 liters of water to produce a single kilogram of tomatoes. In a
hydroponic horticulture in a typical greenhouse, the same quantity
of tomatoes would require 70 liters of water. However, with our
aeroponic system, less than 20 liters of water will be required to
produce a kilogram of tomatoes .The Second Generation of
Aeroponic growing systems will be saving more energy and water,
better time controlling for anti-season products.





Complete Trademark
(神农殿)
(means ‘God of Vega Palace’) Registration in
China





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





Contract to build the first BioDome in Southern China





We are currently negotiating a contract with a company in Southern
China for a 50 acres of agriculture land foot where we can build a
300,000 sq. ft. Green House building that can producing 800 tons of
vegetables per month. We have developed a proprietary,
patent-pending aeroponic growing cabinet in which crops of various
sizes can be cultivated vertically in multiple layers. This growing
arrangement increases plant density. Based on a variety of plant
sizes, an Eco Energy BioDome will hold between 200,000 and 600,000
plants, all in a footprint comprising less than a third of an
acre.





Development the Second Generation of the BioDomes





We presently are working with South China Agricultural University
to develop the new BioDome II drawing for a large size greenhouse
on engineering, manufacturing, and tooling. During this period, we
intend on securing all work in process inventory, design
documentation, prototypes and all intellectual
property





Financial/Sales/Engineering Staff





We plan on hiring three engineers. One engineer for hardware, one
for software, and one for mechanical. If in the event, we are
unable to secure engineers with the required skills necessary we
will continue to outsource such functions. We believe, however,
that having in house engineers will significantly reduce the amount
of time we spend going back and forth with outsourced service
providers.





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





Months 4 through 6





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





o
Hiring
thearchitecture company for
the new design for Biodome in Chinao
Seek
more suppliers for the materials for lighting and nutrition
fluidso
Hiring
the first architecture drawing of expansion in Canada
siteo
Engage
the engineering company to design the Pi-water system for the New
Biodomeo
Developing
second generation of Aeroponic Growing Systems with centralize
computing.o
Developing
the IT marketing Program for wechat and other social media
platforms.





14





ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)





Hiring the Architecture Company for the new design for BioDome in
China Project





Eco Energy will use ETFE pillows as cladding for its BioDomes with
the pillows held in place by aluminum keder tracks and compression
plates. Structural movement is absorbed within each panel. A
significant architectural feature of the Eco Energy BioDome is that
they are largely sealed and equipped with air-lock doors. These
features limit the venting of carbon dioxide (which is added as a
plant growth accelerant) and keep insects and pathogens
out.





Hiring the first architecture drawing of expansion in Canada
site





The Canada greenhouse projects can be expanded to 200,000 sq. ft.
and storage to 50,000 sq. ft. with controlled atmosphere storages
system. We are hiring Karl Wein & Associates to prepare
architectural drawings for new development purpose.





Engage the engineering company to design the Controlled Atmosphere
Storages





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





Developing third generation of Aeroponic Growing
Systems





Conventional soil-based agriculture may use anywhere from 200 to
400 liters of NEW pi-water to produce a single kilogram of
tomatoes. In a hydroponic horticulture in a typical greenhouse, the
same quantity of tomatoes would require 70 liters of water.
However, with our aeroponic system, less than 20 liters of water
will be required to produce a kilogram of tomatoes. The second
generation of Aeroponic growing systems will be saving more energy
and water, better time controlling for anti-season
products.





Months 7 through 9





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





o
Set up
the New App and start to send sample to end userso
Finish
the design in China project and start to order the
materialso
Finish
the second level of Biodome and Lighting system designo
Begin
Engineering on Controlled Atmosphere Storageo
Starting
the develop the computer system to control the lighting and
temperature for the Biodome





Distributor Samples





If we are successful in previous months, it is anticipated that in
months seven (7) through nine (9) we will have the first crop of
products and send samples to distributors as well as certain
supermarket chains and local market suppliers. During our
discussions with distributors, such as Big Corporation, our
understanding is that new products are evaluated and tested by a
committee and then taken to retailers to gauge interest. Retailer
interest determines initial order levels.





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





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





Months 10
through 12





o
Start
to install the equipment in the China BioDomeo
Design
the package for the products for the Asia marketo
Seeking
the products seeds sources for China marketso
Testing
the Controlled
AtmosphereStorage


o
Begin
advertising / promotion campaign





15





ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)





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





Start to install the equipment in the China BioDome





We will start to install control systems in the building as
follows:





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





● Carbon Dioxide Control System: Monitors and automatically
adjusts carbon dioxide levels for optimal plant growth when the
BioDome is sealed;





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





● Energy Control System: Monitors both the availability and
energy requirements in the BioDome;





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





● Nutrient Control System: Monitors, activates and maintain
the release of plant nutrients and oxygen;





● Plant Productivity System: Monitors, manages, and forecasts
crop growing / harvest parameters;





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





Water Test System:  Monitors the testing of water in
pH





Design the package for the products for the Online
Customers





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





Testing the Controlled
AtmosphereStorage





●
Controlled
Atmosphere Storage is a system for holding respiratory produce in
an atmosphere that differs from normal air in
respect of CO2 and O2 levels. Practical advantages of storage under
Controlled Atmosphere:


■
Considerable
decrease in fruit respiration rate.■
A
reduction in the effect of ethylene on metabolism.■
An
extension in storage life and excellent firmness of
flesh.





Begin advertising / promotion campaign





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





Work with other complimentary vertical farming product
providers.





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





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





16





ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)





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





Liquidity and Results of Operations





Comparison of the Years Ended Results – For the Years Ended
December 31, 2015 and December 31, 2016





Revenues and Gross Profit





Revenues and Gross Profit for the year ended December 31, 2015,
2016 are zero. The Company is a development stage company and has
incurred significant costs in research and development activities.
See discussion below for further information. At December 31, 2016,
the Company had incurred an accumulated deficit of $5,565,294 since
inception.





Costs and Expenses





Total operating cost and expenses decreased to $1,748,043 for the
year ended December 31,2016, as compared to $2,641,790 for the year
ended December 31,2015. These decreases were primarily due to
decreasing costs associated with General Administrative Expenses,
mainly Marketing expenses.





Other Income and Expenses





Interest expense were $21,939 in years ended December, 2016 as
compared to 51,481 for the year ended December 31,2015. All
interest expenses are incurred from Mortgages.





Income Taxes





The Company had no income tax expenses or income tax benefit for
the years ended December 31, 2016 and December 31, 2015, due to
incurrence of net operating loss in each of these periods. There
are no income tax refund opportunities currently
available.





Effect of Inflation





Inflation has not had a significant impact on the Company’s
operations or cash flows.





Liquidity and Capital Resources





Long-Term Debt / Note Payable and Other Commitments





The Company had owned a Land and Buildings and had mortgage
commitments for capital expenditures. In addition, the Company is
liable for monthly payments of $5,352 on mortgage finance. As at
December 31, 2016, the principal owed is $605,268.





Cash Flow Information





The Company had working capital deficit of approximately $6,450,632
and a current ratio of 0.02 at December 31, 2016, The Company had
working capital deficit of $4,770,175 and a current ratio of 0.02
at December 31, 2015. The increase in working capital deficit at
December 31, 2016, as compared to December 31, 2015, was primarily
due to the use of working capital for operations as well as
marketing expenses. The increase in current ratio was primarily due
to the increase in cash in bank. The Company believes it has
insufficient cash resources to meet its liquidity requirements for
the next twelve months.





During the year ended December 31, 2016, the Company had cash and
cash equivalents of approximately $112,923 as compared to cash and
cash equivalents of $89,824 at December 31, 2015. This represents a
slight increase in cash of $23,099.





Cash used in Operating Activities





The Company used approximately $1,710,245 of cash for operating
activities in the years ended December 31, 2016 as compared to use
$2,661,039 of cash for operating activities in the years ended
December 31, 2015. This resulted in a decrease in cash used in
operating activities of $950,794.





17





ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)





Cash Provided by Financing Activities





Financing activities in the years ended December 31, 2016 provide
$1,733,134 of cash as compared to $2,733,135 of cash provide in the
years ended December 31, 2015. The Company did not incur any debt
issuance costs in 2016.





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





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





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





Going Concern Consideration





Our independent auditors included an explanatory paragraph in their
report on the accompanying 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 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not applicable.








ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





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








ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE





None.














18





ITEM 9A.
CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





Our management, with the participation of our Chief Executive
Officer and Chief Financial Officer, has evaluated the
effectiveness of our disclosure controls and procedures, as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the
end of the period covered by this Annual Report on Form 10-K. Based
on such evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that, as of such date, our disclosure
controls and procedures were effective.





Management’s Annual Report on Internal Control over Financial
Reporting





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





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





Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer,
we evaluated the effectiveness of our internal control over
financial reporting using the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission
inInternal
Control—Integrated Framework (2013). Based on such evaluation, our management
concluded that our internal control over financial reporting was
effective as of December 31, 2016.





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





Changes in Internal Control over Financial Reporting





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





Limitations on Effectiveness of Controls and
Procedures





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








ITEM 9B.
OTHER INFORMATION





On March 3, 2016, the Financial Industry Regulatory Authority,
Inc., or FINRA, cleared our application for an unpriced quotation
in OTC Link under the trading symbol
“EYTH.”











19





PART III





ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





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





Name

Age

PositionYuen
May Cheung

50

Chief
Executive Officer, President and DirectorPhilip
K.H. Chan

39

Chief
Financial Officer (Appointed March 16, 2016)Tom
Colclough

61

Chief
Operating Officer





Yuen May Cheung, Age 50, Chief Executive Officer,
President and Director





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





Philip K.H. Chan, age 39, Chief Financial Officer (Appointed
3/16/2016)





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




















20





ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE  (CONTINUED)





Tom Colclough, Age 61, Chief Operating Officer





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





Board Composition





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





Committees of the Board of Directors





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





Potential Conflicts of Interest





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





Director Independence





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





Significant Employees





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





Family Relationships





There are no familial relationships between our officers and
directors.





Involvement in Certain Legal Proceedings





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





21





ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE  (CONTINUED)





Stockholder Communications with the Board





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





Section 16(a) Beneficial Ownership Reporting
Compliance





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








ITEM 11.
EXECUTIVE COMPENSATION





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





Outstanding Equity Awards at 2016 Fiscal Year-End





We do not currently have a stock option plan or any long-term
incentive plans that provide compensation intended to serve as
incentive for performance. No individual grants of stock options or
other equity incentive awards have been made to any executive
officer or any director since our inception; accordingly, none were
outstanding at December 31, 2016.





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





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








ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS





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





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





●
each of
our executive officers;





●
each of
our directors; and





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





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





22





ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS (CONTINUED)





The percentage ownership information shown in the table below is
calculated based on 21,671,600 shares of our common stock issued
and outstanding as of the date of this Annual Report. We do not
have any outstanding options, warrants or other securities
exercisable for or convertible into shares of our common
stock.





Title of Class of Beneficial Ownership

Name of Beneficial Owner

Amount and Nature

Percentage of ClassCommon
Stock

Yuen
May Cheung, Chief Executive Officer, President and
Director

17,300,000
(D)

79.83%Common
Stock

Philip
K.H. Chan

70,000
(D)

0.03%All officers and directors as a group



20,070,000

79.86%





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





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








ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





As of December 31, 2016, we have received advances from Yuen May
Cheung, our Chief Executive Officer, President and sole Director in
the aggregate amount of $6,534,040. These advances are unsecured,
interest free and repayable on demand.





On February 27, 2015, we issued 20,000,000 shares of our common
stock pursuant to the Share Exchange Agreement to Yuen May Cheung,
our Chief Executive Officer, President and sole
Director.





On April 24, 2015, we issued 70,000 shares of our common stock to
our Chief Financial Officer, Philip K.H. Chan for cash in the
amount of $0.01 per share, or an aggregate value of $700, in
connection with our Regulation D offering.








ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES





We were billed by our current independent public accounting firm,
Dominic K.F. Chan & Co, for the following professional services
they performed for us during the years ended December 31, 2016 and
2015 as set forth in the table below.





Year
Ended December 31,2016
2015Audit
fees
$43,000
$45,000Audit-related
feesTax
feesAll other
fees
$800
$1,000





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














23





PART IV





ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES





(a)
Financial Statements and Financial Statement Schedules





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





2.
Other
schedules are omitted because they are not applicable, not
required, or because required information is included in the
Consolidated Financial Statements or notes thereto.





(b)
Exhibits





Exhibit
Description3.1
Articles
of Incorporation of Registrant.*3.2
Bylaws
of Registrant.*10.1
Share
Exchange Agreement dated February 27, 2015*23.1
Consent of Dominic K.F. Chan
& Co., Certified Public Accountants*31.1
Certificate of Yuen May Cheung, President
and Chief Executive Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2
Certificate of Philip K.H. Chan, Chief
Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley
Act of 200232.1
Certificate of Yuen May Cheung, President
and Chief Executive Officer, pursuant to Section 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 200232.2
Certificate of Philip K.H. Chan, Chief
Financial Officer, pursuant to Section 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002101.INS
XBRL
Instance Document**101.SCH
XBRL
Taxonomy Extension Schema Document**101.CAL
XBRL
Taxonomy Extension Calculation Linkbase
Document**101.DEF
XBRL
Taxonomy Extension Definition Linkbase
Document**101.LAB
XBRL
Taxonomy Extension Label Linkbase
Document**101.PRE
XBRL
Taxonomy Extension Presentation Linkbase
Document**





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


**
Previously furnished.














24








SIGNATURES





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


ECO ENERGY TECH ASIA, LTD.Dated:
April 5, 2017
By:
/s/ Yuen May CheungYuen
May CheungPresident
and Chief Executive OfficerDated:
April 5, 2017
By:
/s/ Philip K.H. ChanPhilip
K.H. ChanChief
Financial Officer








Signature

Title

Date/s/ Yuen May Cheung

President
and Chief Executive Officer (Principal Executive Officer) and
Director

April
5, 2017Yuen
May Cheung/s/ Philip K.H. Chan

Chief
Financial Officer (Principal Financial and
Accounting Officer)

April
5, 2017Philip
K.H. Chan





























25








ECO
ENERGY TECH ASIA, LTD AND SUBSIDIARIES





INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS





For the Years Ended December 31, 2016 and 2015





CONTENTS





Report of Independent
Registered Public Accounting Firm
F-2Consolidated Financial
StatementsConsolidated Balance
Sheets
F-3Consolidated Statements of
Loss and Comprehensive Loss
F-4Consolidated Statements of
Stockholders’ Equity
F-5Consolidated Statements of
Cash Flows
F-6Notes to Consolidated
Financial Statements
F-7 to F-14












































F-1

















REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM








The Board of
Directors and Stockholders of


Eco Energy Tech
Asia,
Ltd








We have audited the
accompanying consolidated balance sheets of Eco Energy Tech
Asia, Ltd and
subsidiaries (the “Company”), as of December 31, 2016
and 2015 and the related consolidated statements of operations,
shareholders’ equity and other comprehensive loss, and cash
flows, for the years ended December 31, 2016 and 2015. These
financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these
financial statements based on our audits.





We conducted our
audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.





In our opinion,
these financial statements present fairly, in all material
respects, the financial position of the Company as of December 31,
2016 and 2015 and the results of its operations and their cash
flows for the years ended December 31, 2016 and 2015 in conformity
with accounting principles generally accepted in the United States
of America.





The accompanying
financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has minimal operations. Its
ability to continue as a going concern is dependent upon its
ability to develop additional sources of capital, generate income,
and ultimately, achieve profitable operations. These conditions
raise substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments
that might result from the outcome of this
uncertainty.











/s/ Centurion ZD
CPA Ltd. (fka DCAW (CPA) Ltd. as successor to Dominic K.F. Chan
& Co.)





Centurion ZD CPA
Ltd. (fka DCAW (CPA) Ltd. as successor to Dominic K.F. Chan &
Co.)





Certified Public
Accountants





Hong Kong, March
31, 2017








F-2





ECO
ENERGY TECH ASIA LIMITED AND SUBSIDIARIES





CONSOLIDATED
BALANCE SHEETS





(Stated
in US Dollars)








As
at December 31,2016
2015ASSETSCash
$112,923
$89,824Deposit and
prepayment
444
451Total
Current Assets
113,367
90,275Property and
equipment, net
584,941
628,819Total
Assets
$698,308
$719,094LIABILITIES
AND SHAREHOLDERS' EQUITYLiabilitiesAccrued
expenses
$13,501
$17,947Amount due to a
director
6,534,040
4,828,067Mortgage loans -
current portion
16,458
14,436Total
Current Liabilities
6,563,999
4,860,450Mortgage loans -
non-current portion
588,810
644,266Total
Liabilities
7,152,809
5,504,716SHAREHOLDERS'
DEFICITCommon stock
($0.001 par value; authorized 75,000,000 shares, 21,671,600 and
20,650,000 shares, respectively issued and outstanding at
December 31, 2016 and 2015)
21,672
20,650Additional paid-in
capital
192,019
89,859Accumulated
deficits
(5,565,294)
(3,945,173)Accumulated other
comprehensive income
451,097
453,178Total Eco Energy
Tech Asia, Ltd’s deficit
(4,900,506)
(3,381,486)Non-controlling
interests
(1,553,995)
(1,404,136)Total
Shareholders' Deficit
(6,454,501)
(4,785,622)Total
Liabilities and Shareholders' Deficit
$698,308
$719,094

















See
notes to consolidated financial statements





F-3





ECO
ENERGY TECH ASIA LIMITED AND SUBSIDIARIES





CONSOLIDATED
STATEMENTS OF LOSS AND COMPREHENSIVE LOSS





(Stated
in US Dollars)








For
the Years Ended December 31,2016
2015REVENUE
$-
$-COST OF
REVENUE
-
-GROSS
PROFIT
-
-OPERATING
EXPENSESGeneral and
administrative
1,748,043
2,641,790LOSS FROM
OPERATIONS
(1,748,043)
(2,641,790)OTHER INCOME
(EXPENSES)Interest
income
2
-Interest
expenses
(21,939)
(51,481)(21,937)
(51,481)LOSS BEFORE INCOME
TAX
(1,769,980)
(2,693,271)Income tax
expense
-
-NET
LOSS
(1,769,980)
(2,693,271)Net loss
attributable to non-controlling interests
149,859
682,516NET LOSS
ATTRIBUTABLE TO STOCKHOLDERS
(1,620,121)
(2,010,755)OTHER COMPREHENSIVE
LOSSForeign currency
translation adjustments
(2,081)
729,423COMPREHENSIVE
LOSS
$(1,622,202)
$(1,281,332)NET LOSS PER COMMON
STOCK:Basic
$(0.076)
$(0.098)Diluted
$(0.076)
$(0.098)WEIGHTED AVERAGE
COMMON STOCK OUTSTANDING:Basic
21,278,033
20,546,712Diluted
21,278,033
20,546,712








See
notes to consolidated financial statements











F-4





ECO
ENERGY TECH ASIA LIMITED AND SUBSIDIARIES





CONSOLIDATED
STATEMENTS OF SHAREHOLDERS’ EQUITY





For the
Years Ended December 31, 2016 and 2015





(Stated
in US Dollars)








AccumulatedCommon
stock
Additional

other
Non-Number
of

paid-in
Accumulated
comprehensive
controllingshares
Amount
capital
deficit
income
interests
TotalBalance as of
January 1, 2015
20,000,000
$20,000
$109,009
$(1,934,418)
$(276,245)
$(721,620)
$(2,803,274)Reverse
acquisition
650,000
650
(19,150)
-
-
-
(18,500)Net loss for the
year
-
-
-
(2,010,755)
-
(682,516)
(2,693,271)Foreign currency
translation adjustment
-
-
-
-
729,423
-
729,423Balance as of
December 31, 2015
20,650,000
20,650
89,859
(3,945,173)
453,178
(1,404,136)
(4,785,622)Issuance of
shares
1,021,600
1,022
102,160
-
-
-
103,182Net loss for the
year
-
-
-
(1,620,121)
-
(149,859)
(1,769,980)Foreign currency
translation adjustment
-
-
-
-
(2,081)
-
(2,081)Balance as of
December 31, 2016
21,671,600
$21,672
$192,019
$(5,565,294)
$451,097
$(1,553,995)
$(6,454,501)











See
notes to consolidated financial statements














F-5





ECO
ENERGY TECH ASIA LIMITED AND SUBSIDIARIES





CONSOLIDATED
STATEMENTS OF CASH FLOWS





For the
Years Ended December 31, 2016 and 2015





(Stated
in US Dollars)








2016
2015Cash
Flows from Operating ActivitiesNet
loss
$(1,769,980)
$(2,693,271)Adjustments to
reconcile net loss to net cash used in operating
activities:Depreciation
29,027
30,913Impairment
loss
35,717
-Changes in
operating assets and liabilities:Prepaid
expenses
22
(455)Accrued expenses
and other payables
(5,031)
1,774Net
Cash Used In Operating Activities
$(1,710,245)
$(2,661,039)Cash
Flows from Investing ActivitiesNet
Cash Used In Investing Activities
$-
$-Cash
Flows from Financing ActivitiesIssue of common
stock
$103,182
$650Advances from a
director
1,705,351
2,760,188Repayment of
mortgage loans
(75,399)
(27,703)Net
Cash Provided By Financing Activities
$1,733,134
$2,733,135Effect of Exchange
Rate Changes on Cash and Cash Equivalents
$210
$(1,483)Net Increase In
Cash and Cash Equivalents
23,099
70,613Cash and Cash
Equivalents at Beginning of Year
89,824
19,211Cash
and Cash Equivalents at End of Year
$112,923
$89,824Supplemental
Disclosure of Cash Flow Information:Cash paid
for:Interest
expenses
$21,939
$51,481Income
taxes
$-
$-























See
notes to consolidated financial statements





F-6





ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015


(Stated in US Dollars)





NOTE 1 - ORGANIZATION AND PRINCIPAL
ACTIVITIES





Eco
Energy Tech Asia, Ltd (individually “ECO” and
collectively with its subsidiaries, the “Company”) was
incorporated under the laws of the State of Nevada on January 20,
2015.





On
February 27, 2015, ECO entered into a Share Exchange Agreement with
Eco Energy Tech Asia Limited (“EETA”) to issue
20,000,000 shares of its common stock to the shareholder of EETA in
exchange for 100% of the EETA shares owned by the shareholder. Upon
the consummation of the share exchange agreement, ECO became the
holding company of EETA and EETA became a wholly-owned subsidiary
of ECO.





EETA
was incorporated under the laws of Hong Kong on December 27, 2012.
The wholly-owned subsidiary of EETA, 3986489 Canada Inc.
(“3CI”) was incorporated in Surrey, British Columbia of
Canada on December 17, 2001, which acquires 60% equity interests of
7582919 Canada Inc. (“7CI”) on June 21, 2014. EETA and
3CI are engaged in investment holding.





7CI was
incorporated in Surrey, British Columbia of Canada on June 21,
2010. The initial name was Renergy Foods Canada Inc. On March 6,
2012, Renergy Foods Canada Inc. changed its name to NuAgri, Inc. On
October 1, 2013, NuAgri, Inc. changed its name to 7582919 Canada
Inc. 7CI is engaged in developing a proprietary growing system that
designs and builds custom biodomes ranging in size appropriate for
global commercial agricultural concerns as well as small local
producers.





On June
30, 2016, 3CI further acquired the equity interests of 7CI from
83.48% to 92.40%.








NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES





Basis of presentation





The
Company maintains its general ledger and journals with the accrual
method accounting for financial reporting purposes. The
consolidated financial statements and notes are representations of
management. Accounting policies adopted by the Company conform to
generally accepted accounting principles in the United States of
America and have been consistently applied in the presentation of
consolidated financial statements. These financial statements
include all adjustments that, in the opinion of management, are
necessary in order to make them not misleading.





Principles of consolidation





The
consolidated financial statements give effect to the Share Exchange
Transaction as if occurred at the beginning of the periods
presented and include the accounts of the Company and its
wholly-owned subsidiaries. All significant inter-company accounts
and transactions have been eliminated in
consolidation.





Use of estimates





The
preparation of the financial statements in conformity with
generally accepted accounting principles in the United States of
America 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 periods. Actual results could differ
from these estimates. Significant estimates include the useful life
of property and equipment, and assumptions used in assessing
impairment of long-term assets.





F-7





ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015


(Stated in US Dollars)





NOTE 2 -SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Fair value of financial instruments





The
Company adopted the guidance of Accounting Standards Codification
(“ASC”) 820 for fair value measurements which clarifies
the definition of fair value, prescribes methods for measuring fair
value, and establishes a fair value hierarchy to classify the
inputs used in measuring fair value as follows:





●

Level 1
- Inputs are unadjusted quoted prices in active markets for
identical assets or liabilities available at the measurement
date.





●

Level 2
- Inputs are unadjusted quoted prices for similar assets and
liabilities in active markets, quoted prices for identical or
similar assets and liabilities in markets that are not active,
inputs other then quoted prices that are observable, and inputs
derived from or corroborated by observable market
data.





●

Level 3
- Inputs are unobservable inputs which reflect the reporting
entity’s own assumptions on what assumptions the market
participants would use in pricing the asset or liability based on
the best available information.





The
carrying amounts reported in the balance sheets for cash, due from
related parties, other assets, accrued expenses, other payables,
and due to related parties approximate their fair market value
based on the short-term maturity of these instruments. The Company
did not have any non-financial assets or liabilities that are
measured at fair value on a recurring basis as of December 31,
2016 and 2015.





ASC 825-10 “Financial
Instruments”, allows entities to voluntarily choose to measure
certain financial assets and liabilities at fair value (fair value
option). The fair value option may be elected on an
instrument-by-instrument basis and is irrevocable, unless a new
election date occurs. If the fair value option is elected for an
instrument, unrealized gains and losses for that instrument should
be reported in earnings at each subsequent reporting date. The
Company did not elect to apply the fair value option to any
outstanding instruments.





Cash





The
Company considers all highly liquid instruments purchased with a
maturity of three months or less and money market accounts to be
cash equivalents.





Property and equipment





Property
and equipment are carried at cost and are depreciated on a
straight-line basis (after taking into account their respective
estimated residual value) over the estimated useful lives of the
assets. The cost of repairs and maintenance is expensed as
incurred; major replacements and improvements are
capitalized. When assets are retired or disposed of, the cost
and accumulated depreciation are removed from the accounts, and any
resulting gains or losses are included in income in the year of
disposition. The Company examines the possibility of decreases in
the value of fixed assets when events or changes in circumstances
reflect the fact that their recorded value may not be
recoverable.





The estimated useful lives are as
follows:





Land
and Buildings
35
yearsBiodomes
10
yearsMachinery
and equipment
5
years





Impairment of long-lived assets





The
Group periodically evaluates the carrying value of long-lived
assets to be held and used, when events and circumstances such a
review, pursuant to the guidelines established in FASB ASC 360. The
carrying value of a long-lived asset is considered impaired when
the anticipated undiscounted cash flow from such asset is
separately identifiable and is less than its carrying value. In
that event, a loss is recognized based on the amount by which the
carrying value exceeds the fair market value of the long-lived
asset. Fair market value is determined primarily using the
anticipated cash flows discounted at a rate commensurate with the
risk involved. Losses on long-lived assets to be disposed of are
determined in a similar manner, except that fair market values are
reduced for the cost to dispose.





F-8





ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015


(Stated in US Dollars)





NOTE 2 -SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Revenue recognition





The
Company generates its revenue from sales of biodomes, sales of
propagation services, and sales of produces. Pursuant to the
guidance of ASC Topic 605 and ASC Topic 360, the Company recognizes
revenue when persuasive evidence of an arrangement exists, delivery
has occurred or services have been rendered, the purchase price is
fixed or determinable and collectability is reasonably assured, and
no significant obligations remain.





Advertising





Advertising
is expensed as incurred and is included in selling expenses on the
accompanying consolidated statements of loss and comprehensive
loss. Advertising expenses amounted to $483,891 and $939,
respectively for the years ended December 31, 2016 and
2015.





Employee benefits





The
Company’s operations and employees are located in Hong Kong
and Canada. The Company makes mandatory contributions to the
local government’s health, retirement benefit and
unemployment funds in accordance with the relevant domestic social
security laws. The costs of these payments are charged to income in
the same period as the related salary costs and are not
material.





Income taxes





The
Company is governed by the Income Tax Law of Hong Kong and
Canada. The Company accounts for income tax using the
liability method prescribed by ASC 740, “Income Taxes”. Under this method,
deferred tax assets and liabilities are determined based on the
difference between the financial reporting and tax bases of assets
and liabilities using enacted tax rates that will be in effect in
the year in which the differences are expected to reverse. The
Company records a valuation allowance to offset deferred tax assets
if based on the weight of available evidence, it is
more-likely-than-not that some portion, or all, of the deferred tax
assets will not be realized. The effect on deferred taxes of a
change in tax rates is recognized as income or loss in the period
that includes the enactment date.





The
Company applied the provisions of ASC
740-10-50, “Accounting for Uncertainty in Income
Taxes”, which provides clarification related to the process
associated with accounting for uncertain tax positions recognized
in our financial statements. Audit periods remain open for review
until the statute of limitations has passed. The completion of
review or the expiration of the statute of limitations for a given
audit period could result in an adjustment to the Company’s
liability for income taxes. Any such adjustment could be material
to the Company’s results of operations for any given
quarterly or annual period based, in part, upon the results of
operations for the given period. As of December 31, 2016 and
2015, the Company had no uncertain tax positions, and will continue
to evaluate for uncertain positions in the future.





The
Company is subject to harmonized sales tax (“HST”). The
applicable HST rate is 12% for agricultural products sold in the
Canada. The amount of HST liability is determined by applying the
applicable tax rate to the amount of goods sold (output HST) less
HST accrued on purchases made with the relevant supporting invoices
(input HST).





Foreign currency translation





The
accompanying consolidated financial statements are presented in
U.S. dollars (“USD”). The reporting currency of the
Company is the USD. The functional currency of EETA is Hong Kong
dollars (“HKD”), the functional currency of CI located
in Canada is the Canadian dollars (“CAD”). For the
subsidiaries whose functional currencies are the HKD or CAD,
results of operations and cash flows are translated at average
exchange rates during the period, assets and liabilities are
translated at the unified exchange rate at the end of the period,
and equity is translated at historical exchange rates. As a result,
amounts relating to assets and liabilities reported on the
statements of cash flows may not necessarily agree with the changes
in the corresponding balances on the balance
sheets. Translation adjustments resulting from the process of
translating the local currency financial statements into U.S.
dollars are included in determining comprehensive
income.





All of
the Company’s revenue transactions are transacted in the
functional currency. The Company does not enter any material
transaction in foreign currencies and, accordingly, transaction
gains or losses have not had, and are not expected to have, a
material effect on the results of operations of the
Company.





F-9





ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015


(Stated in US Dollars)





NOTE 2 -SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





The
exchange rates used to translate amounts in CAD into USD for the
purposes of preparing the consolidated financial statements were as
follows:





December
312016

2015Exchange
rate on balance sheet datesUSD :
CAD exchange rate

1.3443

1.3870Average
exchange rate for the periodUSD :
CAD exchange rate

1.3254

1.2785





The
exchange rates used to translate amounts in HKD into USD for the
purposes of preparing the consolidated financial statements were as
follows:





December
312016

2015Exchange
rate on balance sheet datesUSD :
HKD exchange rate

7.7548

7.7507Average
exchange rate for the periodUSD :
HKD exchange rate

7.7624

7.7524





Earnings per share





ASC 260
“Earnings per
Share,” requires dual presentation of basic and
diluted earnings per share (“EPS”) with a
reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS
computation. Basic EPS excludes dilution. Diluted EPS reflects the
potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into
common stock or resulted in the issuance of common stock that then
shared in the earnings of the entity.





Basic
net income per share is computed by dividing net income available
to common shareholders by the weighted average number of shares of
common stock outstanding during the period. Diluted income per
share is computed by dividing net income by the weighted average
number of shares of common stock, common stock equivalents and
potentially dilutive securities outstanding during each
period.





Accumulated other comprehensive loss





Comprehensive
loss is comprised of net loss and all changes to the statements of
stockholders’ equity, except those due to investments by
stockholders, changes in paid-in capital and distributions to
stockholders. For the Company, comprehensive loss for the years
ended December 31, 2016 and 2015 included net loss and
unrealized loss from foreign currency translation
adjustments.





Related party transactions





A
related party is generally defined as (i) any person that
holds 10% or more of the Company’s securities including such
person’s immediate families, (ii) the Company’s
management, (iii) someone that directly or indirectly
controls, is controlled by or is under common control with the
Company, or (iv) anyone who can significantly influence the
financial and operating decisions of the Company. A transaction is
considered to be a related party transaction when there is a
transfer of resources or obligations between related
parties.





Recent accounting pronouncements





The
Company has considered all new accounting pronouncements and has
concluded that there are no new pronouncements that may have a
material impact on results of operations, financial condition, or
cash flows, based on current information.








F-10





ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015


(Stated in US Dollars)





NOTE 3
– GOING
CONCERN





As
shown in the accompanying consolidated financial statements, the
Company has generated a net loss of $1,769,980 and an accumulated
deficit of $5,565,294 as of December 31, 2016. The Company also
experienced insufficient cash flows from operations and will be
required continuous financial support from the shareholders. The
Company will need to raise capital to fund its operations until it
is able to generate sufficient revenue to support the future
development. Moreover, the Company may be continuously raising
capital through the sale of debt and equity
securities.





The
Company’s ability to achieve these objectives cannot be
determined at this stage. If the Company is unsuccessful in its
endeavors, it may be forced to cease operations. These consolidated
financial statements do not include any adjustments that might
result from this uncertainty which may include adjustments relating
to the recoverability and classification of recorded asset amounts,
or amounts and classifications of liabilities that might be
necessary should the Company be unable to continue as a going
concern.





These
factors have raised substantial doubt about the Company’s
ability to continue as a going concern. There can be no assurances
that the Company will be able to obtain adequate financing or
achieve profitability. These financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.





NOTE 4 – PROPERTY AND EQUIPMENT





Property
and equipment consisted of the following:





As
at December 31,2016
2015Land and
buildings
$705,964
$684,251Bio
domes
70,517
68,348Machinery and
equipment
10,886
10,551$787,367
$763,150Less: accumulated
depreciation
(166,709)
(134,331)Less: accumulated
impairment
(35,717)
-Property and
equipment, net
$584,941
$628,819


On
December 31, 2016, the Company commits to a plan to abandon bio
domes that is currently being used in operations. Due to the
location and nature of the factory, it is not expected the bio
domes could reasonably generate sales proceeds. The Company’s
plan is to ceases to be used the bio domes immediately. The
Company, acquired 5 years ago for $70,517, was initially assigned a
ten-year estimated useful life. As a result of the commitment to a
plan to abandon the bio domes, the Company has reduced the bio
dome’s estimated remaining useful life from five years to
zero and the Company will account for the change in estimate in
accordance with ASC 250. Thus, under ASC 250, the Company’s
carrying value of $35,717 at December 31, 2016 will be depreciated
over the year.





For the
year ended December 31, 2016, the Company recorded an impairment
loss of bio domes in the amount of $35,717. The Company considered
historical rates and current market conditions when determining the
discount and growth rates to use in its analyses. If these
estimates or their related assumptions change in the future, it may
be required to record further impairment charges.





For the
years ended December 31, 2016 and 2015, depreciation expenses
amounted to $29,027 and $30,913 respectively.








F-11





ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015


(Stated in US Dollars)





NOTE 5 – ACCRUED EXPENSES





Accrued
expenses consisted of the following:





As
at December 31,2016
2015Accrued property
tax
$2,975
$5,214Accrued
professional fees
10,526
1,484Other accrued
expenses
-
11,249Total
$13,501
$17,947





NOTE 6 - TAXATION





The
Company has not recognized an income tax benefit for its operating
losses generated based on uncertainties concerning its ability to
generate taxable income in future periods. The tax benefit for the
periods presented is offset by a valuation allowance established
against deferred tax assets arising from the net operating losses
and other temporary differences, the realization of which could not
be considered more likely than not. In future periods, tax benefits
and related deferred tax assets will be recognized when management
considers realization of such amounts to be more likely than not.
For the years ended December 31, 2016 and 2015, the Company
incurred losses, resulting from operating activities, which result
in deferred tax assets at the effective statutory rates. The
deferred tax asset has been off-set by an equal valuation
allowance.





The
Company was incorporated in the State of Nevada. The Company did
not generate taxable income in the US for the years ended December
31, 2016 and 2015.





EETA
was incorporated under the laws of Hong Kong. EETA did not generate
taxable income in the Hong Kong for the years ended December 31,
2016 and 2015.





3CI and
7CI were incorporated in Surrey, British Columbia of Canada. 3CI
and 7CI did not generate taxable income in the Canada for the years
ended December 31, 2016 and 2015.











F-12





ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015


(Stated in US Dollars)





NOTE 7
– EARNINGS PER
SHARE





The
following table presents a reconciliation of basic and diluted net
loss per share:





Years Ended December
31,2016
2015Net loss available
to common stockholders for basic and diluted net loss per share of
common stock
$(1,620,121)
$(2,010,755)Weighted average
common stock outstanding – basic
21,278,033
20,546,712Effect of dilutive
securities
-
-Weighted average
common stock outstanding – diluted
21,278,033
20,546,712Net loss per common
stock – basic
$(0.076)
$(0.098)Net loss per common
stock – diluted
$(0.076)
$(0.098)





NOTE 8 - RELATED PARTY TRANSACTIONS





8.1 Nature of relationships with related party





Name
Relationships with the CompanyCheung
Yuen May
Director





8.2 Related party balances and transactions





Amount
due to Cheung Yuen May were $6,534,040 and $4,828,067, respectively
as at December 31, 2016 and 2015. The amount is unsecured, interest
free and does not have a fixed repayment date.





A
summary of changes in the amount due to Cheung Yuen May is as
follows:





As
at December 31,2016
2015At
beginning of year
$4,828,067
$2,768,207Advances
from the director
1,705,973
2,059,860At
end of year
$6,534,040
$4,828,067














F-13





ECO ENERGY TECH ASIA, LTD AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015


(Stated in US Dollars)








NOTE 9 –MORTGAGE
LOANS





The
mortgage loans are as follows:





As
at December 31,Interest
rate
2016
2015Farm Credit
Canada
4.2%
p.a.
$336,359
$337,603Farm Credit
Canada
4.2%
p.a.
108,790
108,703iFunds
Mortgage
13.5%
p.a.
160,119
212,396Total

$605,268
$658,702Mortgage loan
payable-current portion

(16,458)
(14,436)Mortgage loan
payable-non-current portion

$588,810
$644,266





The
mortgage loans are secured by the land and buildings owned by the
Company.





For the
years ended December 31, 2016 and 2015, interest expenses incurred
on the mortgage loans were $21,939 and $51,481,
respectively.








NOTE 10 –COMMITMENTS AND
CONTINGENCIES





Operating lease commitments





As of
December 31, 2016, the Company did not have commitments and
contingency liability.





Legal proceeding





The
Company is not currently a party to any legal proceeding,
investigation or claim which, in the opinion of the management, is
likely to have a material adverse effect on the business, financial
condition or results of operations.








NOTE 11 - SUBSEQUENT EVENTS





There
were no events or transactions other than those disclosed in this
report, if any, that would require recognition or disclosure in our
consolidated financial statements for the year ended December 31,
2016.







F-14