UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
January 31,
2017
[ ]
TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
[ ] to
[ ]
Commission file number
000-52010
ASIAN DEVELOPMENT FRONTIER
INC.
(Exact name of registrant as specified in its
charter)
Nevada
|
N/A
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(State or other jurisdiction of incorporation or
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(I.R.S. Employer Identification
No.)
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organization)
|
|
|
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65/10-12 Floor 1, Chamnan Phenjati Business Center
Building
|
|
Rama IX Rd, Huai Khwang, Bangkok Thailand
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N/A
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(Address of principal executive offices)
|
(Zip Code)
|
|
|
Registrant's telephone number, including area code:
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852-3106-3133
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
|
Name of Each Exchange On Which Registered
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N/A
|
N/A
|
Securities registered pursuant to Section 12(g) of the Act:
Common stock, par value of $0.001
(Title of class)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 the Securities Act.
Yes
[ ] No [X]
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 [X]
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 last 90 days.
Yes
[X] No [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-K (§229.405 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 [X] No [ ]
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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.
[ ]
Large accelerated
filer
[ ]
|
Accelerated
filer
[ ]
|
|
|
|
|
Non-accelerated
filer
[ ]
|
Smaller reporting
company [X]
|
|
|
|
|
(Do not check if smaller reporting company)
|
Emerging growth company [ ]
|
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act)
[ ]
YES [X] NO
The aggregate market value of Common Stock held by
non-affiliates of the Registrant on July 31, 2016 was $2,418,400 based on a
$0.06 average bid and asked price of such common equity, as of the last business
day of the registrants most recently completed second fiscal quarter.
Indicate the number of shares outstanding of each of the
registrants classes of common stock as of the latest practicable date.
95,306,667 common shares as of May 11, 2017
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
3
PART I
Item 1.
Business
This annual report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors that may cause our
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by these
forward-looking statements.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.
Our audited financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. The following discussion should be read in
conjunction with our audited financial statements and the related notes that
appear elsewhere in this annual report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and elsewhere
in this annual report.
In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to common
shares refer to the common shares in our capital stock.
As used in this annual report, the terms we, us, our and
our company mean Asian Development Frontier Inc., unless the context clearly
requires or states otherwise.
Corporate Overview
We were incorporated in the State of Nevada on February 2,
2005. Our original business plan was to develop fuel cell technology and produce
fuel cells in China for indoor forklifts, scooters, underwater equipment (e.g.
shallow underwater sightseeing submarines) that require a small size, longevity
of use and silent operation. During fiscal 2008 we suspended the development of
our products and business plan until we were able to raise sufficient additional
financing.
Since the suspension of our original business plan, our
management has been analyzing various alternatives available to our company to
ensure our survival and to preserve our shareholders' investment in our common
shares.
On July 31, 2012, we filed Articles of Merger with the Nevada
Secretary of State to change the name of the company from Intervia Inc. to
Blue Sky Petroleum Inc., by way of a merger with our wholly-owned subsidiary
Blue Sky Petroleum Inc., which was created solely for the name change.
Also on July 31, 2012, we filed a Certificate of Change with
the Nevada Secretary of State to give effect to a forward split of our
authorized and issued and outstanding shares of common stock on a 3 new for 1
old basis and, consequently, our authorized capital increased from 75,000,000 to
225,000,000 shares and correspondingly, our issued and outstanding shares of
common stock increased from 15,740,000 to 47,220,000 shares of common stock, all
with a par value of $0.001. These amendments became effective on August 7, 2012
upon approval from the Financial Industry Regulatory Authority (FINRA).
4
Effective September 19, 2012, our stock symbol changed from
ITVA to BSKY to better reflect the new name of our company. The symbol
change became effective with the OTC Markets at the opening of trading on
September 19, 2012.
On June 10, 2015, our board of directors approved an agreement
and plan of merger to merge with our wholly-owned subsidiary Asian Development
Frontier Inc., a Nevada corporation, to effect a name change from Blue Sky
Petroleum Inc. to Asian Development Frontier Inc. Asian Development Frontier
Inc. was formed solely for the change of name.
Articles of Merger to effect the merger and change of name were
filed and became effective with the Nevada Secretary of State on July 9, 2015.
The name change became effective with the OTC Markets at the opening of trading
on July 9, 2015 under the symbol "ADFI". Our CUSIP number is 04521W101.
The address of our principal executive office is 65/10-12 Floor
1, Chamnan Phenjati Business Center Building. Rama IX Rd, Huai Khwang, Bangkok,
Thailand. Our telephone number is 852-3106-3133.
Our Current Business
During our last two fiscal years, we have been a company with
no operations.
We continue to look for properties and opportunities. However,
at this time we have not yet been successful in finding a transaction that has
warranted pursuing.
Research and Development
We do not currently have a formal research and development
effort. We do not intend to allocate any funds to research and development over
the twelve months ending January 31, 2018.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment over the
twelve months ending January 31, 2018.
Competition
Currently our company has no mineral properties. We have been,
and may become again, a mineral resource exploration company. We may compete
with other mineral resource exploration companies for financing and for the
acquisition of new mineral properties. Many of the mineral resource exploration
companies with whom we may compete have greater financial and technical
resources than those available to us. Accordingly, these competitors may be able
to spend greater amounts on acquisitions of mineral properties of merit, on
exploration of their mineral properties and on development of their mineral
properties. In addition, they may be able to afford more geological expertise in
the targeting and exploration of mineral properties. This competition could
result in competitors having mineral properties of greater quality and interest
to prospective investors who may finance additional exploration. This
competition could adversely impact on our ability to finance exploration and to
achieve the financing necessary for us to develop mineral properties that we
acquire.
Compliance with Government Regulation
We are committed to complying with and are, to our knowledge,
in compliance with, all governmental and environmental regulations applicable to
our company and any future properties. Permits from a variety of regulatory
authorities are required for many aspects of mine operation and reclamation. We
cannot predict the extent to which these requirements will affect our company or
any future properties if we identify the existence of minerals in commercially
exploitable quantities. In addition, future legislation and regulation could
cause additional expense, capital expenditure, restrictions and delays in the
exploration of any future properties.
5
Subsidiaries
We do not have any subsidiaries.
Employees
Currently, we do not have any employees. Additionally, we have
not entered into any consulting or employment agreements with our president,
chief executive officer, treasurer, secretary or chief financial officer. Our
directors, executive officers and certain contracted individuals play an
important role in the running of our company. We do not expect any material
changes in the number of employees over the next 12 month period. We do and will
continue to outsource contract employment as needed.
We engage contractors from time to time to consult with us on
specific corporate affairs or to perform specific tasks in connection with our
programs.
Intellectual Property
We do not own, either legally or beneficially, any patent or
trademark.
REPORTS TO SECURITY HOLDERS
We are required to file annual, quarterly and current reports,
proxy statements and other information with the Securities and Exchange
Commission and our filings are available to the public over the internet at the
Securities and Exchange Commissions website at http://www.sec.gov. The public
may read and copy any materials filed by us with the Securities and Exchange
Commission at the Securities and Exchange Commissions Public Reference Room at
100 F Street N.E. Washington D.C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the Securities and
Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site
that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC, at
http://www.sec.gov.
Item 1A. Risk Factors
As a smaller reporting company, we are not required to
provide the information required by this Item.
Item 1B. Unresolved Staff
Comments
As a smaller reporting company, we are not required to
provide the information required by this Item.
Item 2.
Properties
Our principal office is located at 65/10-12 Floor 1, Chamnan
Phenjati Business Center Building, Rama IX Rd, Huai Khwang, Bangkok, Thailand.
We utilize the office space and equipment of our management at no cost. We
believe that this space is sufficient to meet our present needs and do not
anticipate any difficulty in securing alternative or additional space, as
needed, on terms acceptable to us.
Item 3. Legal
Proceedings
We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial stockholder,
is an adverse party or has a material interest adverse to our interest.
6
Item 4. Mine
Safety Disclosures
Not applicable.
PART II
Item 5. Market for
Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Our shares of common stock were listed on the OTC Markets
(OTC) on August 21, 2006 under the trading symbol ITVA. Effective September
19, 2012, our stock symbol changed from ITVA to BSKY. On July 9, 2015 our
trading symbol changed from "BSKY" to "ADFI" in connection with our change of
name.
OTCBB
(1)
|
Quarter Ended
|
High
|
Low
|
January 31, 2017
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$0.06
(2)
|
$0.06
(2)
|
October 31, 2016
|
$0.06
(2)
|
$0.06
(2)
|
July 31, 2016
|
$0.06
(2)
|
$0.06
(2)
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April 30, 2016
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$0.06
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$0.06
|
January 31, 2016
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N/A
(2)
|
N/A
(2)
|
October 31, 2015
|
N/A
(2)
|
N/A
(2)
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July 31, 2015
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$0.06
|
$0.06
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April 30, 2015
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N/A
(2)
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N/A
(2)
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January 31, 2015
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$0.05
(2)
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$0.05
(2)
|
(1)
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Over-the-counter market quotations reflect inter-dealer
prices without retail mark-up, mark-down or commission, and may not
represent actual transactions.
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(2)
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No trades occurred during this
period.
|
Our shares are issued in registered form. Pacific Stock
Transfer Inc., 4045 South Spencer Street, Suite 403, Las Vegas, NV 89119
(Telephone: (702) 361-3033; Facsimile: (702) 433-1979) is the registrar and
transfer agent for our common shares.
Holders
On May 11, 2017, the shareholders list showed 46 registered
shareholders and 95,306,667 common shares outstanding.
Dividend Policy
We have not paid any cash dividends on our common stock and
have no present intention of paying any dividends on the shares of our common
stock. Our current policy is to retain earnings, if any, for use in our
operations and in the development of our business. Our future dividend policy
will be determined from time to time by our board of directors.
7
Recent Sales of Unregistered Securities; Use of Proceeds
from Registered Securities
Other than as disclosed below, we did not sell any equity
securities which were not registered under the Securities Act during the year
ended January 31, 2017 that were not otherwise disclosed on our quarterly
reports on Form 10-Q or our current reports on Form 8-K filed during the year
ended January 31, 2017.
Equity Compensation Plan Information
Except as disclosed below, we do not have a stock option plan
in favor of any director, officer, consultant or employee of our company.
Purchase of Equity Securities by the Issuer and Affiliated
Purchasers
We did not purchase any of our shares of common stock or other
securities during the fiscal year ended January 31, 2017.
Item 6. Selected
Financial Data
As a smaller reporting company, we are not required to
provide the information required by this Item.
Item 7.
Managements Discussion and Analysis of Financial Condition and Results of
Operations
The following discussion should be read in conjunction with our
audited financial statements and the related notes for the years ended January
31, 2017 and January 31, 2016 that appear elsewhere in this annual report. The
following discussion contains forward-looking statements that reflect our plans,
estimates and beliefs. Our actual results could differ materially from those
discussed in the forward-looking statements.
Our audited financial statements are stated in United States
Dollars and are prepared in accordance with United States Generally Accepted
Accounting Principles.
Cash Requirements
We estimate our operating expenses and working capital
requirements for the twelve month period to be as follows:
Estimated
Expenses For the Twelve Month Period ending January 31, 2018
|
|
Management compensation
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$
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Nil
|
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Professional fees
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$
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60,000
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General and administrative
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$
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150,000
|
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Total
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$
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210,000
|
|
At present, our cash requirements for the next 12 months
outweigh the funds available to maintain our operations or development of any
future properties. Of the $210,000 that we require for the next 12 months, we
had $0 in cash as of January 31, 2017, and a working capital deficit of
$277,553. Until we complete another transaction, acquisition or business
combination, our cash requirements will be in regards to maintaining our
corporate existence, and ensuring compliance with our SEC continuous disclosure
obligations, including our financial reporting requirements. In addition, we
will require additional capital in order to investigate and conclude any future
transaction, acquisition or business combination. In order to improve our
liquidity, we plan to pursue additional equity financing from private investors
or possibly a registered public offering. We do not currently have any
definitive arrangements in place for the completion of any further private
placement financings and there is no assurance that we will be successful in
completing any further private placement financings. If we are unable to achieve
the necessary additional financing, then we plan to reduce the amounts that we
spend on our business activities and administrative expenses in order to be
within the amount of capital resources that are available to us.
8
Results of Operations for the Years Ended January 31, 2017
and 2016
The following summary of our results of operations should be
read in conjunction with our audited financial statements for the years ended
January 31, 2017 and 2016.
Our operating results for the years ended January 31, 2017 and
2016 are summarized as follows:
|
|
Year Ended
|
|
|
|
January 31,
|
|
|
|
2017
|
|
|
2016
|
|
Operating Expenses
|
$
|
70,195
|
|
$
|
82,918
|
|
Total Other Income/(Expense)
|
$
|
1,210
|
|
$
|
Nil
|
|
Net Loss
|
$
|
(68,985
|
)
|
$
|
(82,918
|
)
|
Revenue
We have not earned any revenues since our inception and we do
not anticipate earning revenues in the near future.
General and Administrative Expenses
Our general and administrative expenses for the year ended
January 31, 2017 and January 31, 2016 are outlined in the table below:
|
|
Year Ended
|
|
|
|
January 31,
|
|
|
|
2017
|
|
|
2016
|
|
Management compensation
|
$
|
Nil
|
|
$
|
Nil
|
|
Professional fees
|
$
|
9,662
|
|
$
|
28,069
|
|
General and administrative
|
$
|
60,533
|
|
$
|
54,849
|
|
The decrease in operating expenses for the year ended January
31, 2017, compared to the same period in fiscal 2016, was mainly due a decrease
in general and administrative fees, offset by a reduction in professional
fees.
Liquidity and Financial Condition
Working Capital
|
|
At January 31,
|
|
|
At January 31,
|
|
|
Percentage
|
|
|
|
2017
|
|
|
2016
|
|
|
Increase/(Decrease)
|
|
Current Assets
|
$
|
1,500
|
|
$
|
Nil
|
|
|
100.00%
|
|
Current Liabilities
|
$
|
279,053
|
|
$
|
208,568
|
|
|
37.63 %
|
|
Working Capital
|
$
|
(277,553
|
)
|
$
|
(208,568
|
)
|
|
37.63 %
|
|
Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
At January 31,
|
|
|
At January 31,
|
|
|
Percentage
|
|
|
|
2017
|
|
|
2016
|
|
|
Increase/(Decrease)
|
|
Net cash used in operations
|
$
|
Nil
|
|
$
|
(21,069
|
)
|
$
|
(100.00%
|
)
|
Net cash provided by financing activities
|
$
|
Nil
|
|
$
|
19,986
|
|
$
|
(100.00%
|
)
|
Net cash used in investing
activities
|
$
|
Nil
|
|
$
|
Nil
|
|
$
|
0.00%
|
|
Increase (Decrease) in Cash During the Period
|
$
|
Nil
|
|
$
|
Nil
|
|
$
|
0.00%
|
|
9
We had cash in the amount of $Nil as of January 31, 2017 as
compared to $Nil as of January 31, 2016. We had a working capital deficit of
$277,553 as of January 31, 2017 compared to working capital deficit of $208,568
as of January 31, 2016.
Operating Activities
Net cash used by operating activities for the year ended
January 31, 2017 was $Nil as compared to net cash used in operating activities
of $21,069 for the year ended January 31, 2016. The decrease of cash used in
operating activities resulted from a Company shareholder directly paying our
expenses incurred during the period in the amount of $88,917.
Financing Activities
Net cash provided by financing activities for the year ended
January 31, 2017 was $Nil as compared to net cash provided by operating
activities of $19,986 for the year ended January 31, 2016.
We have suffered recurring losses from operations. The
continuation of our company is dependent upon our company attaining and
maintaining profitable operations and raising additional capital as needed.
Future Financings
We will require additional funds to implement our growth
strategy in our business. These funds may be raised through equity financing,
debt financing, or other sources, which may result in further dilution in the
equity ownership of our shares.
There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis should it be required, or generate significant
material revenues from operations, we will not be able to meet our other
obligations as they become due and we will be forced to scale down or perhaps
even cease our operations.
Contractual Obligations
As a smaller reporting company, we are not required to
provide tabular disclosure obligations.
Going Concern
We have suffered recurring losses from operations and are
dependent on our ability to raise capital from stockholders or other sources to
meet our obligations and repay our liabilities arising from normal business
operations when they become due. In their report on our audited financial
statements for the year ended January 31, 2017, our independent auditors
included an explanatory paragraph regarding substantial doubt about our ability
to continue as a going concern. Our financial statements contain additional note
disclosure describing the circumstances that lead to this disclosure by our
independent auditors.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.
10
Critical Accounting Policies
Basis of Presentation
The financial statements of our company have been prepared in
accordance with accounting principles generally accepted in the United States of
America (US GAAP) and are expressed in U.S. dollars, our companys functional
currency. Our company has elected a January 31 year end.
Use of Estimates
The preparation of financial statements in conformity with US
GAAP 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 materially differ from those estimates and assumptions. Significant areas
requiring the use of management estimates relate to the expected tax rates for
future income tax recoveries and determining the fair values of financial
instruments and the carrying value of the resource property.
Income Taxes
Our company uses the asset and liability method of accounting
for income taxes. Under this method, deferred income tax assets and liabilities
are recognized for the future tax consequences attributable to temporary
differences between the financial statements carrying amounts of assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled.
Our company accounts for uncertainty in income taxes by
prescribing the recognition threshold that a tax position is required to meet
before any part of the benefit of that position may be recognized in the
financial statements.
Basic and Diluted Loss per Share
Basic loss per share is computed using the weighted average
number of common shares outstanding during the year. Diluted earnings per share
reflect the potential dilution that could occur if potentially dilutive
securities were exercised or converted to common stock. The dilutive effect of
options and warrants and their equivalent is computed by application of the
treasury stock method and the effect of convertible securities by the if
converted method. For the years presented, diluted loss per share is equal to
basic loss per share as our company does not have any dilutive securities.
Financial Instruments
Pursuant to ASC 820, Fair Value Measurements and Disclosures,
an entity is required to maximize the use of observable inputs and minimize the
use of unobservable inputs when measuring fair value. ASC 820 establishes a fair
value hierarchy based on the level of independent, objective evidence
surrounding the inputs used to measure fair value. A financial instruments
categorization within the fair value hierarchy is based upon the lowest level of
input that is significant to the fair value measurement. ASC 820 prioritizes the
inputs into three levels that may be used to measure fair value:
Level 1 -
Level 1 applies to assets or liabilities for
which there are quoted prices in active markets for identical assets or
liabilities.
Level 2 -
Level 2 applies to assets or liabilities for
which there are inputs other than quoted prices that are observable for the
asset or liability such as quoted prices for similar assets or liabilities in
active markets; quoted prices for identical assets or liabilities in markets
with insufficient volume or infrequent transactions (less active markets); or
model-derived valuations in which significant inputs are
observable or can be derived principally from, or corroborated by, observable
market data.
11
Level 3 -
Level 3 applies to assets or liabilities for
which there are unobservable inputs to the valuation methodology that are
significant to the measurement of the fair value of the assets or
liabilities.
Our companys financial instruments consist principally of
cash, accounts payable, accrued liabilities, and amounts due to related parties.
We believe that the recorded values of all of our financial instruments
approximate their current fair values because of their nature and respective
maturity dates or durations.
Recent Accounting Pronouncements
Our company has implemented all new accounting pronouncements
that are in effect and that may impact its financial statements and does not
believe that there are any other new accounting pronouncements that have been
issued that might have a material impact on its financial position or results of
operations.
Item 7A. Quantitative and
Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to
provide the information required by this Item.
Item 8. Financial
Statements and Supplementary Data
12
Financial statements of
Asian Development
Frontier Inc.
(Formerly Blue Sky Petroleum Inc.)
January 31, 2017
Asian Development Frontier Inc.
January 31, 2017
Table of contents
Independent Auditors Report
To The Board of Directors and Stockholders of
Asian Development Frontier, Inc.
We have audited the accompanying balance sheets of Asian
Development Frontier, Inc. (the Company) as of January 31, 2017 and 2016, and
the related statements of operations, stockholders equity (deficit) and cash
flows for the years then ended. 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 of America). Those
standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no
such opinion. An audit also 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Asian
Development Frontier, Inc. as of January 31, 2017 and 2016, and the results of
its operations and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note 2 to
the financial statements, the Company has not generated revenues sufficient
enough to cover its operating expenses. This factor, among others, raises
substantial doubt about the Companys ability to continue as a going concern.
Managements plans in regard to this matter are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/Heaton & Company, PLLC
Farmington, Utah
May 12, 2017
Asian Development Frontier Inc.
|
Balance sheet
|
as at January 31, 2017
|
(Stated in US
dollars)
|
|
|
2017
|
|
|
2016
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Current asset
|
|
-
|
|
|
-
|
|
Prepaid Expense
|
|
1,500
|
|
|
-
|
|
Total current assets
|
|
1,500
|
|
|
-
|
|
|
|
|
|
|
|
|
Total asset
|
|
1,500
|
|
|
-
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Accounts payable and accrued
liabilities
|
|
14,347
|
|
|
32,779
|
|
Due to related party
|
|
264,706
|
|
|
175,789
|
|
Total liabilities
|
|
279,053
|
|
|
208,568
|
|
|
|
|
|
|
|
|
Shareholders deficit
|
|
|
|
|
|
|
Capital stock
|
|
|
|
|
|
|
Authorized
22,500,0000
common shares, $0.001 par value,
Issued and
outstanding
95,306,667
common shares (2016 - 95,306,667)
|
|
95,307
|
|
|
95,307
|
|
Additional paid-in-capital
|
|
502,487
|
|
|
502,487
|
|
Accumulated deficit
|
|
(875,347
|
)
|
|
(806,362
|
)
|
Total
shareholders' deficit
|
|
(277,553
|
)
|
|
(208,568
|
)
|
|
|
|
|
|
|
|
Total
liabilities and stockholders' deficit
|
|
1,500
|
|
|
-
|
|
The accompanying notes to the financial statements are an
integral part of this financial statement.
Page 3
Asian Development Frontier Inc.
|
Statement of operations
|
year ended January 31, 2017
|
(Stated in US
dollars)
|
|
|
2017
|
|
|
2016
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
Professional fees
|
|
9,662
|
|
|
28,069
|
|
General and administrative
|
|
60,533
|
|
|
54,849
|
|
|
|
70,195
|
|
|
82,918
|
|
|
|
|
|
|
|
|
Other income (expenses)
|
|
|
|
|
|
|
Foreign exchange
|
|
1,210
|
|
|
-
|
|
|
|
|
|
|
|
|
Net loss
|
|
(68,985
|
)
|
|
(82,918
|
)
|
|
|
|
|
|
|
|
Basic and diluted loss per share
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding -
basic and diluted
|
|
95,306,667
|
|
|
96,970,229
|
|
The accompanying notes to the financial statements are an
integral part of this financial statement.
Page 4
Asian Development Frontier
Inc.
Statement of stockholders
deficit
year ended January 31, 2017
(Stated in
US dollars)
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
paid-in
|
|
|
Accumulated
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
capital
|
|
|
deficit
|
|
|
Total
|
|
|
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, January 31, 2015
|
|
102,506,667
|
|
|
102,507
|
|
|
495,287
|
|
|
(723,444
|
)
|
|
(125,650
|
)
|
Cancellation of shares (Note 5)
|
|
(7,200,000
|
)
|
|
(7,200
|
)
|
|
7,200
|
|
|
-
|
|
|
-
|
|
Net loss
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(82,918
|
)
|
|
(82,918
|
)
|
Balance, January 31, 2016
|
|
95,306,667
|
|
|
95,307
|
|
|
502,487
|
|
|
(806,362
|
)
|
|
(208,568
|
)
|
Net loss
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(68,985
|
)
|
|
(68,985
|
)
|
Balance, January 31, 2017
|
|
95,306,667
|
|
|
95,307
|
|
|
502,487
|
|
|
(875,347
|
)
|
|
(277,553
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes to the financial statements are an
integral part of this financial statement.
Page 5
Asian Development Frontier
Inc.
Statement of cash flows
year ended January 31, 2017
(Stated in US dollars)
|
|
2017
|
|
|
2016
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Operating activities
|
|
|
|
|
|
|
Net loss
|
|
(68,985
|
)
|
|
(82,918
|
)
|
Adjustments to reconcile net
loss to net cash used by operating activities
|
|
|
|
|
|
|
Expenses paid by Company
shareholder
|
|
88,917
|
|
|
48,602
|
|
Changes in working capital
|
|
|
|
|
|
|
Accounts payable and
accrued liabilities
|
|
(18,432
|
)
|
|
13,247
|
|
Prepaid Expense
|
|
(1,500
|
)
|
|
|
|
|
|
-
|
|
|
(21,069
|
)
|
|
|
|
|
|
|
|
Financing activity
|
|
|
|
|
|
|
Proceeds from related party payable
|
|
-
|
|
|
19,986
|
|
|
|
-
|
|
|
19,986
|
|
|
|
|
|
|
|
|
Net changes in cash
|
|
-
|
|
|
(1,083
|
)
|
Cash, beginning of year
|
|
-
|
|
|
1,083
|
|
Cash, end of
year
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
Supplemental disclosures cash flow information
|
|
|
|
|
|
|
Cash paid for
|
|
|
|
|
|
|
Interest
|
|
-
|
|
|
-
|
|
Income taxes
|
|
-
|
|
|
-
|
|
The accompanying notes to the financial statements are an
integral part of this financial statement.
Page 6
1.
|
Nature of business
|
|
|
|
The Company was incorporated in the State of Nevada on
February 2, 2005. The Company was previously in the business of developing
fuel cell products in China. During fiscal 2008, the Company suspended the
development of their fuel cell products due to the inability to raise
sufficient additional financing. Management is currently focusing on
identifying, evaluating and negotiating new business opportunities. On
July 31, 2012, the Company through a merger with a wholly-owned subsidiary
changed its name from Intervia Inc. to Blue Sky Petroleum Inc. Effective
July 9, 2015, the Company through a merger with a wholly-owned subsidiary
changed its name from Blue Sky Petroleum Inc. to Asian Development
Frontier Inc. (the Company).
|
|
|
|
The Company has not generated any revenues from
operations. The Company will obtain additional funding by borrowing funds
from its director and officer, or by private placement of common stock.
There can be no assurance that the Company will be successful in its
efforts to raise additional financing or if financing is available, that
it will be on terms that are acceptable to the Company.
|
|
|
2.
|
Going concern
|
|
|
|
The Companys financial statements are prepared using
generally accepted accounting principles in the United States of America
applicable to a going concern which contemplates the realization of assets
and liquidation of liabilities in the normal course of business. The
Company has not yet established an ongoing source of revenues sufficient
to cover its operating costs which raises substantial doubt regarding the
Companys ability to continue as a going concern. The ability of the
Company to continue as a going concern is dependent on the Company
obtaining adequate capital to fund operating losses until it becomes
profitable. If the Company is unable to obtain adequate capital, it could
be forced to cease operations.
|
|
|
|
Managements plan to support the Company in its
operations and to maintain its business strategy is to raise funds through
public offerings and to rely on officers and directors to perform
essential functions with minimal compensation. If the Company does not
raise all of the money it needs from public offerings, it will have to
find alternative sources, such as a second public offering, a private
placement of securities, or loans from its officers, directors or others.
If the Company requires additional cash and is unable to raise it, it will
either have to suspend operations until the cash is raised, or cease
business entirely.
|
|
|
|
The ability of the Company to continue as a going concern
is dependent upon its ability to successfully accomplish the plans
described in the preceding paragraph and eventually secure other sources
of financing and attain profitable operations. The accompanying financial
statements do not include any adjustments that might be necessary if the
Company is unable to continue as a going concern.
|
|
|
3.
|
Significant accounting policies
|
|
|
|
Basis of presentation
|
|
|
|
The financial statements of the Company have been
prepared in accordance with accounting principles generally accepted in
the United States of America (US GAAP) and are expressed in U.S.
dollars, the Companys functional currency. The Company has elected a
January 31 year end.
|
|
|
|
Use of estimates
|
|
|
|
The preparation of financial statements in conformity
with US GAAP 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 materially differ from those estimates and
assumptions. Significant areas requiring the use of management estimates
relate to the expected tax rates for future income tax recoveries and
determining the fair values of financial
instruments.
|
The accompanying notes to the financial statements are an
integral part of this financial statement.
Page 6
3.
|
Significant accounting policies
(continued)
|
|
|
|
Income taxes
|
|
|
|
The Company uses the asset and liability method of
accounting for income taxes. Under this method, deferred income tax assets
and liabilities are recognized for the future tax consequences
attributable to temporary differences between the financial statements
carrying amounts of assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.
|
|
|
|
The Company accounts for uncertainty in income taxes by
prescribing the recognition threshold that a tax position is required to
meet before any part of the benefit of that position may be recognized in
the financial statements.
|
|
|
|
Basic and diluted loss per share
|
|
|
|
Basic loss per share is computed using the weighted
average number of common shares outstanding during the year. Diluted
earnings per share reflect the potential dilution that could occur if
potentially dilutive securities were exercised or converted to common
stock. The dilutive effect of options and warrants and their equivalent is
computed by application of the treasury stock method and the effect of
convertible securities by the if converted method. For the years
presented, diluted loss per share is equal to basic loss per share as the
Company does not have any dilutive securities.
|
|
|
|
Financial instruments
|
|
|
|
Pursuant to ASC 820, Fair Value Measurements and
Disclosures, an entity is required to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair
value. ASC 820 establishes a fair value hierarchy based on the level of
independent, objective evidence surrounding the inputs used to measure
fair value. A financial instruments categorization within the fair value
hierarchy is based upon the lowest level of input that is significant to
the fair value measurement. ASC 820 prioritizes the inputs into three
levels that may be used to measure fair value:
|
|
|
|
Level 1
|
|
|
|
Level 1 applies to assets or liabilities for which there
are quoted prices in active markets for identical assets or
liabilities.
|
|
|
|
Level 2
|
|
|
|
Level 2 applies to assets or liabilities for which there
are inputs other than quoted prices that are observable for the asset or
liability such as quoted prices for similar assets or liabilities in
active markets; quoted prices for identical assets or liabilities in
markets with insufficient volume or infrequent transactions (less active
markets); or model- derived valuations in which significant inputs are
observable or can be derived principally from, or corroborated by,
observable market data.
|
The accompanying notes to the financial statements are an
integral part of this financial statement.
Page 6
3.
|
Significant accounting policies
(continued)
|
|
|
|
Financial instruments (continued)
|
|
|
|
Level 3
|
|
|
|
Level 3 applies to assets or liabilities for which there
are unobservable inputs to the valuation methodology that are significant
to the measurement of the fair value of the assets or
liabilities.
|
|
|
|
The Companys financial instruments consist principally
of cash, accounts payable, accrued liabilities, and amounts due to related
parties. We believe that the recorded values of all of our financial
instruments approximate their current fair values because of their nature
and respective maturity dates or durations.
|
|
|
4.
|
Related party transactions
|
|
|
|
During the year ended January 31, 2017, the Company did
not pay or accrue any management salaries (2016 - $Nil) to directors or
former directors of the Company. During the year ended January 31, 2016,
the former director assigned $124,710 of his debt to another related
party. At January 31, 2017, an additional amount of $139,996 is owed to
the Companys former director for compensation, advances and expenses
paid. The total related party debt owed is $264,706 (2016 -
$175,789).
|
|
|
5.
|
Common Stock
|
|
|
|
The Company is authorized to issue 225,000,000 shares of
its $0.001 par value common stock. During the year ended January 31, 2017,
no shares of common stock were cancelled (January 31, 2016 7,200,000
share).
|
|
|
|
At January 31, 2017 and 2016, the Company had 95,306,667
shares issued and outstanding.
|
|
|
|
At January 31, 2017 and 2016 the Company had no issued or
outstanding stock options or warrants.
|
|
|
6.
|
Income taxes
|
|
|
|
The Company is subject to United States federal and state
income taxes at an approximate rate of 34%. The reconciliation of the
provision for income taxes at the United States federal statutory rate
compared to the Companys income tax expense as reported is as
follows:
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
Net loss before income taxes
|
|
(68,985
|
)
|
|
(85,418
|
)
|
|
Statutory tax rate
|
|
34%
|
|
|
34%
|
|
|
Income tax recovery
|
|
(23,455
|
)
|
|
(29,042
|
)
|
|
Valuation
allowance
|
|
23,455
|
|
|
29,042
|
|
|
|
|
-
|
|
|
-
|
|
The amount taken into income as
deferred income tax assets must reflect that portion of the income tax loss
carry forwards that is more likely-than-not to be realized from future
operations. The Company has chosen to provide a full valuation allowance against
all available income tax loss carry forwards, regardless of their time of
expiry.
The accompanying notes to the financial statements are an
integral part of this financial statement.
Page 6
6.
|
Income taxes (continued)
|
|
|
|
The Company has not filed income tax returns since
inception. Tax authorities prescribe penalties for failing to file certain
tax returns and supplemental disclosures. Upon filing there could be
penalties and interest assessed. Such penalties vary by jurisdiction and
by assessing practices and authorities. As the Company has incurred losses
since inception there would be no known or anticipated exposure to
penalties for income tax liability. However, certain jurisdictions may
assess penalties for failing to file returns and other disclosures and for
failing to file other supplementary information associated with foreign
ownership, activities, debt and equity positions. Management has
considered the likelihood and significance of possible penalties
associated with its current and intended filing positions and has
determined, based on their assessment, that such penalties, if any, would
not be expected to be material. Managements assessment is subject to
uncertainty. All tax years from inception are open to examination by the
Internal Revenue Service.
|
|
|
|
No provision for income taxes has been provided in these
financial statements due to the net loss for the years ended January 31,
2017 and 2016. At January 31, 2017 the Company has net operating loss
carry forwards of $875,347, which expire commencing in 2033. The potential
tax benefit of these losses may be limited due to certain change in
ownership provisions under Section 382 of the Internal Revenue Code
(IRS) and similar state provisions.
|
|
|
|
IRS Section 382 places a limitation (the Section 382
Limitation) on the amount of taxable income which can be offset by net
operating loss carryforwards after a change in control (generally greater
than a 50% change in ownership) of a loss corporation. Generally, after a
control change, a loss corporation cannot deduct operating loss
carryforwards in excess of the Section 382 Limitation. Due to these
change in ownership provisions, utilization of the net operating loss
and tax credit carryforwards may be subject to an annual limitation
regarding their utilization against taxable income in future periods. The
Company has not concluded its analysis of Section 382 through January 31,
2017, but believes that the provisions will not limit the availability of
losses to offset future income.
|
|
|
7.
|
Subsequent events
|
|
|
|
Management has evaluated events occurring between the end
of the fiscal year, January 31, 2017, to the date when the financial
statements were issued. No material events had occurred within this
period.
|
The accompanying notes to the financial statements are an
integral part of this financial statement.
Page 6
Item 9. Changes in
and Disagreements With Accountants on Accounting and Financial
Disclosure
On September 16, 2015, we notified our independent registered
public accounting firm, Anderson Bradshaw PLLC (Anderson Bradshaw), that we
had decided to change auditors and were therefore dismissing Anderson Bradshaw,
effective immediately. Our decision was approved by our sole director, acting as
the audit committee, on that same day, and concurrent with Anderson Bradshaws
dismissal, our sole director appointed Heaton & Company, PLLC (Heaton) as
our new independent registered public accounting firm.
During the fiscal years ended January 31, 2015 and 2014, and
through September 16, 2015, neither our company nor anyone acting on our behalf
consulted Heaton regarding (i) either the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on our companys financial statements, and
neither a written report nor oral advice was provided to our company that Heaton
concluded was an important factor considered by our company in reaching a
decision as to any accounting, auditing or financial reporting issue; or (ii)
any matter that was either the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of
Regulation S-K).
The reports of Anderson Bradshaw regarding our companys
financial statements for the fiscal years ended January 31, 2015 and 2014 did
not contain any adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope, or accounting principles, except to
indicate that there was substantial doubt about our companys ability to
continue as a going concern.
During the fiscal years ended January 31, 2015 and 2014, and
through September 16, 2015, our company did not (i) have any disagreements (as
defined in Item 304(a)(1(iv) of Regulation S-K and the related instructions to
Item 304 of Regulation S-K) with Anderson Bradshaw on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedures, which disagreements, if not resolved to the satisfaction of Anderson
Bradshaw, would have caused it to make reference thereto in connection with its
reports; or (ii) experience any reportable events (as defined in Item
304(a)(1)(v) of Regulation S-K).
Item 9A. Controls and
Procedures
Managements Report on Disclosure Controls and
Procedures
We maintain disclosure controls and procedures that are
designed to ensure that the information disclosed in the reports we file with
the Securities and Exchange Commission under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commissions rules and forms, and that such information
is accumulated and communicated to our president (our principal executive
officer and our principal financial and accounting officer), as appropriate, to
allow timely decisions regarding required disclosure.
Management, including our president (our principal executive
officer and our principal financial and accounting officer), evaluated the
effectiveness of our disclosure controls and procedures, as of January 31, 2017,
in accordance with Rules 13a-15(b) and 15d-15(b) of the Securities and Exchange
Act of 1934, as amended and concluded that our disclosure controls and
procedures are not effective to ensure the information required to be disclosed
by us in the reports that we file or submit under the Securities and Exchange
Act of 1934, as amended is recorded, processed, summarized and reported within
the time period specified in SEC rules and forms.
Our management, including our president (our principal
executive officer and our principal financial and accounting officer), do not
expect that our disclosure controls, and procedures or internal controls will
prevent all possible error and fraud. Our disclosure controls and procedures
are, however, designed to provide reasonable assurance of achieving their
objectives, and our president (our principal executive officer and our principal
financial and accounting officer) have concluded that our financial controls and
procedures are not effective at that reasonable assurance level.
14
Managements Report on Internal Control over Financial
Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. Responsibility, estimates
and judgments by management are required to assess the expected benefits and
related costs of control procedures. The objectives of internal control include
providing management with reasonable, but not absolute, assurance that assets
are safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with managements authorization and
recorded properly to permit the preparation of financial statements in
conformity with accounting principles generally accepted in the United States.
Our management assessed the effectiveness of our internal control over financial
reporting as of January 31, 2017. In making this assessment, our management used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in
Internal Control-Integrated Framework -
2013
. Our management has concluded that, as of January 31, 2016, our
internal control over financial reporting was not effective in providing
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with US
generally accepted accounting principles. Our management reviewed the results of
their assessment with our board of directors.
This annual report does not include an attestation report of
our companys registered public accounting firm regarding internal control over
financial reporting. Managements report was not subject to attestation by our
companys registered public accounting firm pursuant to rules of the Securities
and Exchange Commission that permit our company to provide only managements
report in this annual report.
Inherent Limitations on Effectiveness of
Controls
Internal control over financial reporting has inherent
limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements on a
timely basis, however these inherent limitations are known features of the
financial reporting process and it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial
Reporting
There have been no changes in our internal controls over
financial reporting that occurred during the year ended January 31, 2017 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.
Item 9B. Other
Information
None.
PART III
Item 10. Directors, Executive
Officers and Corporate Governance
The following individuals serve as the directors and executive
officers of our company as of the date of this annual report. All directors of
our company hold office until the next annual meeting of our shareholders or
until their
15
successors have been elected and qualified. The executive
officers of our company are appointed by our board of directors and hold office
until their death, resignation or removal from office.
Name
|
Position
Held
with our company
|
Age
|
Date First Elected or
Appointed
|
Prom Vuoch
|
President, Chief Financial
Officer,
Chief Executive Officer, Treasurer,
Secretary and
Director
|
38
|
January 15, 2016
|
Business Experience
The following is a brief account of the education and business
experience during at least the past five years of each director, executive
officer and key employee of our company, indicating the persons principal
occupation during that period, and the name and principal business of the
organization in which such occupation and employment were carried out.
Prom Vuoch - President, Chief Financial Officer, Chief
Executive Officer, Treasurer, Secretary and Director
Prom Vuoch has acted as our president, chief financial officer,
chief executive officer, treasurer, secretary and director since January 15,
2016.
Influenced by his father, he started his career with a
Non-governmental organization as a technician and consultant for farming,
travelling to different villages to assist and advising Chief of the village on
the proper farming methods.
Started to work as a freelance driver for tour groups to
understand the tourism industry and joined Limousine Service in 2004,
accommodated the rising number of tourist and business entrepreneur visiting and
residing in Cambodia.
Moving to Cheung Sheng Development, an international company,
as an operation assistant in 2013, further fostered operations function as well
as leadership capability with wide scope of responsibilities that cover the
projects in both Phnom Penh and Siem Reap on construction operations and land
development.
With this experience and knowledge, spotted a niche in the
market in Cambodia and successfully set up his own car company in 2014. The car
company provides car rental with well-trained experienced drivers, who deliver
reliable, timely, personalized and memorable services.
Our company believes that Mr. Vuoch's professional background
experience gives him the qualifications and skills necessary to serve as a
director and officer of our company.
Our board of directors consists solely of Prom Vuoch.
Significant Employees
There are no individuals other than our executive officers who
make a significant contribution to our company.
Family Relationships
There are no family relationships between any of our directors,
executive officers and proposed directors or executive officers.
16
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or
executive officers has, during the past ten years:
|
1.
|
been convicted in a criminal proceeding or been subject
to a pending criminal proceeding (excluding traffic violations and other
minor offences);
|
|
2.
|
had any bankruptcy petition filed by or against the
business or property of the person, or of any partnership, corporation or
business association of which he was a general partner or executive
officer, either at the time of the bankruptcy filing or within two years
prior to that time;
|
|
3.
|
been subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction or federal or state authority, permanently or temporarily
enjoining, barring, suspending or otherwise limiting, his involvement in
any type of business, securities, futures, commodities, investment,
banking, savings and loan, or insurance activities, or to be associated
with persons engaged in any such activity;
|
|
4.
|
been found by a court of competent jurisdiction in a
civil action or by the SEC or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated;
|
|
5.
|
been the subject of, or a party to, any federal or state
judicial or administrative order, judgment, decree, or finding, not
subsequently reversed, suspended or vacated (not including any settlement
of a civil proceeding among private litigants), relating to an alleged
violation of any federal or state securities or commodities law or
regulation, any law or regulation respecting financial institutions or
insurance companies including, but not limited to, a temporary or
permanent injunction, order of disgorgement or restitution, civil money
penalty or temporary or permanent cease-and-desist order, or removal or
prohibition order, or any law or regulation prohibiting mail or wire fraud
or fraud in connection with any business entity; or
|
|
6.
|
been the subject of, or a party to, any sanction or
order, not subsequently reversed, suspended or vacated, of any
self-regulatory organization (as defined in Section 3(a)(26) of the
Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in
Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or
any equivalent exchange, association, entity or organization that has
disciplinary authority over its members or persons associated with a
member.
|
Compliance with Section 16(a) of the Securities Exchange Act
of 1934
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires our executive officers and directors and persons who own more
than 10% of a registered class of our equity securities to file with the
Securities and Exchange Commission initial statements of beneficial ownership,
reports of changes in ownership and annual reports concerning their ownership of
our shares of common stock and other equity securities, on Forms 3, 4 and 5,
respectively. Executive officers, directors and greater than 10% shareholders
are required by the Securities and Exchange Commission regulations to furnish us
with copies of all Section 16(a) reports they file.
Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that during fiscal year ended January 31, 2017, all filing requirements
applicable to our officers, directors and greater than 10% percent beneficial
owners were complied with, with the exception of the following:
Name
|
Number of Late
Reports
|
Number of
Transactions
Not Reported on
a Timely Basis
|
Failure to File
Required
Forms
|
Prom Vuoch
|
1
(1)
|
1
|
N/A
|
Alvin Lee Jin Han
|
1
(1)
|
1
|
N/A
|
17
Name
|
Number of Late
Reports
|
Number of
Transactions
Not Reported on
a Timely Basis
|
Failure to File
Required
Forms
|
Kok Seong Lim
|
1
(1)
|
1
|
N/A
|
(1)
|
The director/officer or 10% shareholder was late filing a
Form 3, Initial Statement of Beneficial Ownership.
|
Code of Ethics
We have adopted a Code of Business Conduct and Ethics that
applies to, among other persons, members of our board of directors, our
companys officers including our president, chief executive officer and chief
financial officer, employees, consultants and advisors. As adopted, our Code of
Business Conduct and Ethics sets forth written standards that are designed to
deter wrongdoing and to promote:
|
1.
|
honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest between personal and
professional relationships;
|
|
2.
|
full, fair, accurate, timely, and understandable
disclosure in reports and documents that we file with, or submit to, the
Securities and Exchange Commission and in other public communications made
by us;
|
|
3.
|
compliance with applicable governmental laws, rules and
regulations;
|
|
4.
|
the prompt internal reporting of violations of the Code
of Business Conduct and Ethics to an appropriate person or persons
identified in the Code of Business Conduct and Ethics; and
|
|
5.
|
accountability for adherence to the Code of Business
Conduct and Ethics.
|
Our Code of Business Conduct and Ethics requires, among other
things, that all of our companys senior officers commit to timely, accurate and
consistent disclosure of information; that they maintain confidential
information; and that they act with honesty and integrity.
In addition, our Code of Business Conduct and Ethics emphasizes
that all employees, and particularly senior officers, have a responsibility for
maintaining financial integrity within our company, consistent with generally
accepted accounting principles, and federal and state securities laws. Any
senior officer who becomes aware of any incidents involving financial or
accounting manipulation or other irregularities, whether by witnessing the
incident or being told of it, must report it to our company. Any failure to
report such inappropriate or irregular conduct of others is to be treated as a
severe disciplinary matter. It is against our company policy to retaliate
against any individual who reports in good faith the violation or potential
violation of our companys Code of Business Conduct and Ethics by another.
Our Code of Business Conduct and Ethics was filed with the
Securities and Exchange Commission as Exhibit 14.1 to our annual report on Form
10-KSB for the year ended January 31, 2008. We will provide a copy of the Code
of Business Conduct and Ethics to any person without charge, upon request.
Requests can be sent to: Asian Development Frontier Inc., 65/10-12 Floor 1,
Chamnan Phenjati Business Center Building, Rama IX Rd, Huai Khwang, Bangkok,
Thailand.
Nomination Process
As of January 31, 2017, we did not effect any material changes
to the procedures by which our shareholders may recommend nominees to our board
of directors. Our board of directors does not have a policy with regards to the
consideration of any director candidates recommended by our shareholders. Our
board of directors has determined that it is in the best position to evaluate
our companys requirements as well as the qualifications of each candidate when
the board considers a nominee for a position on our board of directors. If
shareholders wish to recommend candidates directly to our board, they may do so
by sending communications to the president of our company at the address on the
cover of this annual report.
18
Audit Committee and Audit Committee Financial Expert
We do not currently have an audit committee or a committee
performing similar functions. The board of directors as a whole participates in
the review of financial statements and disclosure.
Our board of directors has determined that it does not have a
member of its audit committee that qualifies as an audit committee financial
expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and is independent
as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities
Exchange Act of 1934, as amended.
We believe that the sole member of our board of directors is
capable of analyzing and evaluating our financial statements and understanding
internal controls and procedures for financial reporting. We believe that
retaining an independent director who would qualify as an audit committee
financial expert would be overly costly and burdensome and is not warranted in
our circumstances given the early stages of our development and the fact that we
have not generated any material revenues to date. In addition, we currently do
not have nominating, compensation or audit committees or committees performing
similar functions nor do we have a written nominating, compensation or audit
committee charter. Our sole director does not believe that it is necessary to
have such committees because believes the functions of such committees can be
adequately performed by the sole member of our board of directors.
Item 11. Executive
Compensation
The particulars of the compensation paid to the following
persons:
|
(a)
|
our principal executive officer;
|
|
|
|
|
(b)
|
each of our two most highly compensated executive
officers who were serving as executive officers at the end of the years
ended January 31, 2017 and 2016; and
|
|
|
|
|
(c)
|
up to two additional individuals for whom disclosure
would have been provided under (b) but for the fact that the individual
was not serving as our executive officer at the end of the years ended
January 31, 2017 and 2016,
|
who we will collectively refer to as the named executive
officers of our company, are set out in the following summary compensation
table, except that no disclosure is provided for any named executive officer,
other than our principal executive officers, whose total compensation did not
exceed $100,000 for the respective fiscal year:
SUMMARY COMPENSATION TABLE
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
Prom
Vuoch
(1)
President, Chief
Financial
Officer, Chief
Executive
Officer,
Treasurer,
Secretary and
Director
|
2017
2016
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
19
SUMMARY COMPENSATION TABLE
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
Alvin Lee
Jin Han
(2)
Former
President, Chief
Financial
Officer, Chief
Executive
Officer,
Treasurer,
Secretary and
Director
|
2017
2016
|
N/A
|
N/A
Nil
|
N/A
Nil
|
N/A
Nil
|
N/A
Nil
|
N/A
Nil
|
N/A
Nil
|
N/A
Nil
|
Karsanbhai
Hirachan
(3)
Former
President, Chief
Financial
Officer, Chief
Executive
Officer,
Treasurer,
Secretary and
Director
|
2017
2016
|
N/A
Nil
|
N/A
Nil
|
N/A
Nil
|
N/A
Nil
|
N/A
Nil
|
N/A
Nil
|
N/A
Nil
|
N/A
Nil
|
Michael J.
Johnson
(4)
Former
President, Chief
Financial
Officer, Chief
Executive
Officer,
Treasurer,
Secretary and
Director
|
2017
2016
|
N/A
Nil
|
N/A
Nil
|
N/A
Nil
|
N/A
Nil
|
N/A
Nil
|
N/A
Nil
|
N/A
Nil
|
N/A
Nil
|
|
(1)
|
Mr. Vuoch was appointed as president, chief financial
officer, chief executive officer, treasurer, secretary and director of our
company on January 15, 2016.
|
|
(2)
|
Mr. Han was appointed as president, chief financial
officer, chief executive officer, treasurer, secretary and director of our
company on June 4, 2015 and resigned all positions on January 15,
2016.
|
|
(3)
|
Mr. Hirachan was appointed as president, chief financial
officer, chief executive officer, treasurer, secretary and director of our
company on May 12, 2015 and resigned all positions on June 4,
2015.
|
|
(4)
|
Mr. Johnson was appointed as president, chief financial
officer, chief executive officer, treasurer, secretary and director of our
company on January 3, 2013 and resigned all positions on May 12,
2015.
|
There are no compensatory plans or arrangements with respect to
our executive officers resulting from their resignation, retirement or other
termination of employment or from a change of control.
Stock Option Plan
Currently, we do not have a stock option plan in favor of any
director, officer, consultant or employee of our company.
Stock Options/SAR Grants
During our fiscal year ended January 31, 2017 there were no
options granted to our named officers or directors.
20
Outstanding Equity Awards at Fiscal Year End
No equity awards were outstanding as of the year ended January
31, 2017.
Option Exercises
During our fiscal year ended January 31, 2017 there were no
options exercised by our named officers.
Compensation of Directors
We do not have any agreements for compensating our directors
for their services in their capacity as directors, although such directors are
expected in the future to receive stock options to purchase shares of our common
stock as awarded by our board of directors.
We have determined that none of our directors are independent
directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the
Securities Exchange Act of 1934
, as amended, and as defined by Rule
4200(a)(15) of the NASDAQ Marketplace Rules.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. We have no
material bonus or profit sharing plans pursuant to which cash or non-cash
compensation is or may be paid to our directors or executive officers, except
that stock options may be granted at the discretion of the board of directors or
a committee thereof.
Indebtedness of Directors, Senior Officers, Executive
Officers and Other Management
None of our directors or executive officers or any associate or
affiliate of our company during the last two fiscal years, is or has been
indebted to our company by way of guarantee, support agreement, letter of credit
or other similar agreement or understanding currently outstanding.
Family Relationships
There are no family relationships between any of our directors,
executive officers or directors.
Item 12. Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of May 11, 2017, certain
information with respect to the beneficial ownership of our common shares by
each shareholder known by us to be the beneficial owner of more than 5% of our
common shares, as well as by each of our current directors and executive
officers as a group. Each person has sole voting and investment power with
respect to the shares of common stock, except as otherwise indicated. Beneficial
ownership consists of a direct interest in the shares of common stock, except as
otherwise indicated.
21
Name and Address of Beneficial
Owner
|
Title of Class
|
Amount and
Nature of
Beneficial
Ownership
|
Percentage
of
Class
(1)
|
Prom Vuoch
(2)
PH, Korkranh,
Kh Siem Reap,
Siem Reap, Cambodia
|
Common
|
Nil
(3)
|
0%
|
Directors and Officers as a
group
|
Common
|
Nil
|
0%
|
Jin Han Alvin Lee
Anchorvale Road Blk
350A,
#05-122 Singapore, 541350
Singapore
|
Common
|
27,500,000
(3)
|
28.85%
|
Kok Seong Lim
C2/5/19E, Tower 6,
Venice Hill Condominium,
Batu 9 Cheras,
Selangor 43200
Malaysia
|
Common
|
27,500,000
(3)
|
28.85%
|
Over 5% Shareholders as a group
|
Common
|
55,000,000
|
57.7%
|
(1)
|
Under Rule 13d-3, a beneficial owner of a security
includes any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or shares: (i)
voting power, which includes the power to vote, or to direct the voting of
shares; and (ii) investment power, which includes the power to dispose or
direct the disposition of shares. Certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share
the power to vote or the power to dispose of the shares). In addition,
shares are deemed to be beneficially owned by a person if the person has
the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned
by such person (and only such person) by reason of these acquisition
rights. As a result, the percentage of outstanding shares of any person as
shown in this table does not necessarily reflect the persons actual
ownership or voting power with respect to the number of shares of common
stock actually outstanding on April 22, 2016. As of April 22, 2016, there
were 95,306,667 shares of our companys common stock issued and
outstanding.
|
|
|
(2)
|
Prom Vuoch has acted as our sole officer and director
since January 15, 2016.
|
Changes in Control
As at the date of this Annual Report, the Company is not aware
of any arrangements, including any pledge by any person of securities of the
Company, the operation of which may at a subsequent date result in a change in
control of the Company.
Item 13. Certain Relationships
and Related Transactions, and Director Independence
Except as disclosed herein, no director, executive officer,
shareholder holding at least 5% of shares of our common stock, or any family
member thereof, had any material interest, direct or indirect, in any
transaction, or proposed transaction since the year ended January 31, 2017, in
which the amount involved in the transaction exceeded or exceeds the lesser of
$120,000 or one percent of the average of our total assets at the year-end for
the last three completed fiscal years.
During the year ended January 31, 2017, our company did not pay
or accrue any management salaries (2016 - $Nil) to directors or former directors
of our company. During the year ended January 31, 2016, the former director
assigned $124,710 of his debt to another related party. At January 31, 2017, an
additional amount of $139,996 is owed to the Companys former director for compensation,
advances and expenses paid. The total related party debt owed is $264,706 (2016
- $175,789)
22
Director Independence
We currently act with one director consisting of Prom Vuoch. We
have determined that our sole director is not an independent director as
defined in NASDAQ Marketplace Rule 4200(a)(15).
We do not have a standing audit, compensation or nominating
committee, but our entire board of directors acts in such capacities. We believe
that our members of our board of directors are capable of analyzing and
evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The board of directors of our company does
not believe that it is necessary to have an audit committee because we believe
that the functions of an audit committee can be adequately performed by the
board of directors. In addition, we believe that retaining an independent
director who would qualify as an audit committee financial expert would be
overly costly and burdensome and is not warranted in our circumstances given the
early stages of our development.
Item 14. Principal Accounting
Fees and Services
The aggregate fees billed for the most recently completed
fiscal year ended January 31, 2017 and for the fiscal year ended January 31,
2016 for professional services rendered by the principal accountant for the
audit of our annual financial statements and review of the financial statements
included in our quarterly reports on Form 10-Q and services that are normally
provided by the accountant in connection with statutory and regulatory filings
or engagements for these fiscal periods were as follows:
|
Year Ended
|
January 31, 2017
$
|
January 31, 2016
$
|
Audit Fees
|
9,000
|
9,000
|
Audit Related Fees
|
Nil
|
Nil
|
Tax Fees
|
Nil
|
Nil
|
All Other Fees
|
Nil
|
Nil
|
Total
|
9,000
|
9,000
|
Our board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.
Our board of directors has considered the nature and amount of
fees billed by our independent auditors and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining
our independent auditors independence.
23
PART IV
Item 15. Exhibits, Financial
Statement Schedules
(a)
|
Financial Statements
|
|
(1)
|
Financial statements for our company are listed in the
index under Item 8 of this document
|
|
(2)
|
All financial statement schedules are omitted because
they are not applicable, not material or the required information is shown
in the financial statements or notes thereto.
|
(b)
|
Exhibits
|
Exhibit
|
Description
|
Number
|
|
|
|
(3)
|
Articles of
Incorporation and Bylaws
|
|
|
3.1
|
Articles of Incorporation (incorporated by reference to
our Registration Statement on Form SB-2 filed on May 8, 2006)
|
|
|
3.2
|
Bylaws (incorporated by reference to our Registration
Statement on Form SB-2 filed on May 8, 2006)
|
|
|
3.3
|
Amended and Restated Bylaws (incorporated by reference to
our Current Report on Form 8-K filed on February 12, 2009)
|
|
|
3.4
|
Articles of Merger (incorporated by reference to our
Current Report on Form 8-K filed on August 9, 2012)
|
|
|
3.5
|
Certificate of Change (incorporated by reference to our
Current Report on Form 8-K filed on August 9, 2012)
|
|
|
3.6
|
Articles of Merger field with the Nevada Secretary of
State on June 26, 2015 with an effective date of July 9, 2015
(incorporated by reference to our Current Report on Form 8-K filed on July
8, 2015)
|
|
|
(10)
|
Material Contracts
|
|
|
10.1
|
Option Agreement dated July 15, 2010 (incorporated by
reference to our Annual Report on Form 10-K filed on December 16, 2010)
|
|
|
10.2
|
Amending Agreement between our company and Gino Chitaroni
dated July 16, 2012 (incorporated by reference to our Current Report on
Form 8-K filed on July 18, 2012)
|
|
|
10.3
|
Assignment Agreement between our company, Timber Wolf
Gold Inc. and Gino Chitaroni dated August 13, 2012 (incorporated by
reference to our Current Report on Form 8-K filed on August 20, 2012)
|
|
|
10.4
|
Subscription Agreement and Debt Settlement between or
company and Patrick Laferriere effective May 21, 2013 (incorporated by
reference to our Current Report on Form 8-K filed on May 24, 2013)
|
|
|
(14)
|
Code of Ethics
|
|
|
14.1
|
Code of Ethics (incorporated by reference to our Annual
Report on Form 10-KSB filed on May 9, 2008)
|
|
|
(31)
|
Rule 13a-14(a) / 15d-14(a) Certifications
|
|
|
31.1*
|
Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal
Financial Officer and Principal Accounting Officer
|
|
|
(32)
|
Section 1350 Certifications
|
|
|
32.1*
|
Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal
Financial Officer and Principal Accounting Officer
|
|
|
101**
|
Interactive Data File
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label
Linkbase Document
|
101.PRE
|
XBRL Taxonomy
Extension Presentation Linkbase Document
|
* Filed herewith.
24
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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ASIAN DEVELOPMENT FRONTIER INC.
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(Registrant)
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Dated:
May 16,
2017
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/s/ Prom Vuoch
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Prom Vuoch
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President, Chief Executive Officer, Chief
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Financial Officer, Treasurer, Secretary, and
Director
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(Principal Executive Officer, Principal
Financial
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Officer and Principal Accounting Officer)
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Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Dated:
May 16,
2017
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/s/ Prom Vuoch
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Prom Vuoch
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President, Chief Executive Officer, Chief
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Financial Officer, Treasurer, Secretary and
Director
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(Principal Executive Officer, Principal
Financial
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Officer and Principal Accounting Officer)
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