ITEM
1: CONDENSED INTERIM FINANCIAL STATEMENTS
ASIA
PROPERTIES, INC.
CONDENSED
BALANCE SHEETS
|
|
|
September 30, 2016
|
|
|
December 31, 2015
|
|
|
|
|
(unaudited)
|
|
|
(audited)
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
2,731
|
|
|
$
|
842
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
2,731
|
|
|
$
|
842
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
Accounts payables
|
|
$
|
19,015
|
|
|
$
|
16,328
|
|
|
Accrued liabilities
|
|
|
33,500
|
|
|
|
24,500
|
|
|
Due to Shareholders
|
|
|
186,292
|
|
|
|
187,565
|
|
|
Line of credit (Note 3)
|
|
|
61,008
|
|
|
|
50,310
|
|
|
Total current liabilities
|
|
|
299,815
|
|
|
|
278,703
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficit
|
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value, 2,000,000,000 shares authorized; 67,199,362 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively (Note 4)
|
|
|
67,199
|
|
|
|
67,199
|
|
|
Additional paid-in capital
|
|
|
5,668,629
|
|
|
|
5,668,629
|
|
|
Accumulated deficit
|
|
|
(6,032,912
|
)
|
|
|
(6,013,689
|
)
|
|
|
|
|
(297,084
|
)
|
|
|
(277,861
|
)
|
|
Total liabilities and stockholders’ deficit
|
|
$
|
2,731
|
|
|
$
|
842
|
|
See
accompanying notes to the unaudited condensed interim financial statements.
ASIA
PROPERTIES, INC.
CONDENSED
STATEMENTS OF OPERATIONS(UNAUDITED)
|
|
|
Three months ended
September 30,
|
|
|
Nine months ended
September 30,
|
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
1,031
|
|
|
|
9,832
|
|
|
|
3,539
|
|
|
|
44,211
|
|
|
Loss on conversion of debt (Note 4)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
762,199
|
|
|
Professional Fee
|
|
|
3,000
|
|
|
|
846
|
|
|
|
9,000
|
|
|
|
16,773
|
|
|
Consulting Fee
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48,700
|
|
|
Interest Expense and Bank Charges
|
|
|
2,647
|
|
|
|
3,916
|
|
|
|
6,684
|
|
|
|
7,559
|
|
|
Loss before income tax
|
|
|
(6,678
|
)
|
|
|
(14,594
|
)
|
|
|
(19,223
|
)
|
|
|
(879,442
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(6,678
|
)
|
|
$
|
(14,594
|
)
|
|
$
|
(19,223
|
)
|
|
$
|
(879,442
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share – Basic and diluted
|
|
$
|
(0.0001
|
)
|
|
$
|
(0.0002
|
)
|
|
$
|
(0.0003
|
)
|
|
$
|
(0.0008
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common stock outstanding –
Basic and diluted
|
|
|
67,199,362
|
|
|
|
67,199,362
|
|
|
|
67,199,362
|
|
|
|
67,136,127
|
|
See
accompanying notes to the unaudited condensed interim financial statements.
ASIA
PROPERTIES, INC.
CONDENSED
STATEMENTS OF CASH FLOWS (UNAUDITED)
|
|
|
Nine
months ended September 30,
|
|
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(19,223
|
)
|
|
$
|
(879,442
|
)
|
|
Adjustments
to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
Shares
issued for debt
|
|
|
-
|
|
|
|
762,199
|
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts
payables and accrued liabilities
|
|
|
11,687
|
|
|
|
118,492
|
|
|
Net
cash provided by (used in) operating activities
|
|
|
(7,536
|
)
|
|
|
1,249
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Advances
from Line of credit
|
|
|
10,698
|
|
|
|
-
|
|
|
Repayment
to shareholders
|
|
|
(1,273
|
)
|
|
|
-
|
|
|
Repayment
on Line of credit
|
|
|
-
|
|
|
|
(319
|
)
|
|
Net
cash provided by (used in) financing activities
|
|
|
9,425
|
|
|
|
(319
|
)
|
|
|
|
|
|
|
|
|
|
|
|
NET
CHANGE IN CASH AND CASH EQUIVALENTS
|
|
|
1,889
|
|
|
|
930
|
|
|
CASH
AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
|
842
|
|
|
|
2,836
|
|
|
CASH
AND CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
2,731
|
|
|
$
|
3,766
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
7,554
|
|
|
$
|
6,491
|
|
|
Income tax paid
|
|
|
-
|
|
|
|
-
|
|
See
accompanying notes to the unaudited condensed interim financial statements.
ASIA
PROPERTIES, INC.
NOTES
TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
1.
Organization, Development Stage and Going Concern
Asia
Properties, Inc. (the “Company”) was incorporated in Nevada, the United States of America on April 6, 1998. Our management
intends to seek opportunities to invest in real estate. The Company currently does not hold any material property interests.
These
unaudited condensed interim financial statements have been prepared on the basis of a going concern, which contemplates the realization
of assets and settlement of liabilities in the normal course of business. The Company is in the development stage and has not
yet realized profitable operations and has relied on non-operational sources to fund operations. The Company has suffered recurring
losses and additional future loses are anticipated as the Company has not yet been able to generate revenue. In addition, as of
September 30, 2016, the Company has a working capital deficiency of $297,084 (December 31, 2015 -$277,861) and an accumulated
deficit of $6,032,912 (December 31, 2015 -$6,013,689). The Company’s ability to continue, as a going concern is dependent
on successfully executing its business plan, which includes the raising of additional funds. The Company will continue to seek
additional forms of debt or equity financing, but it cannot provide assurances that it will be successful in doing so. These circumstances
raise substantial doubt as to the ability of the Company to meet its obligations as they come due and accordingly, the appropriateness
of the use of accounting principles applicable to a going concern. The accompanying unaudited condensed interim financial statements
do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Such adjustment
could be material.
2.
Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted
in the United States (“US GAAP”) for interim financial information and the Securities Exchange Commission (“SEC”)
instructions to Form 10-Q and Article 8 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial statements and should be read in conjunction with
the Company’s audited financial statements for the year ended December 31, 2015 and notes thereto included in the Form 10-K
filed with the SEC on September 29, 2017. The accompanying unaudited condensed financial statements are expressed in United States
dollars (“USD”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation of financial position and results of operations for the interim periods presented have been
reflected herein. Operating results for the three and nine months ended September 30, 2016, are not necessarily indicative of
the results that may be expected for the year ended December 31, 2016.
Use
of Estimates
In
preparing the condensed interim financial statements in conformity with US GAAP, management makes estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the
financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ
from those estimates. The significant areas requiring the use of management estimates are related to the accrued liabilities.
Although these estimates are based on management’s knowledge of current events and actions management may undertake in the
future, actual results may ultimately differ materially from those estimates.
ASIA
PROPERTIES, INC.
NOTES
TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
2.
Summary of Significant Accounting Policies (continued)
Recent
Accounting Pronouncements
The
Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not
have a material effect on the financial position, results of operations or cash flows of the Company.
3.
Line of Credit
The
Company has a revolving credit facility with Wells Fargo for a maximum business line amount of $62,500. Interest is charged at
13% annually. As at September 30, 2016, the balance amounted to $61,008 (December 31, 2015 - $50,310). The line of credit
is secured personally by a shareholder of the Company.
4.
Common Stock
The
following table summarizes common stock issuances:
|
|
|
|
|
Number of Shares
|
|
|
Common Stock Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2014
|
|
|
|
|
43,199,362
|
|
|
|
43,199
|
|
|
Shares issued for debt settlement at $0.07-$0.12 per share
|
|
a
|
|
|
24,000,000
|
|
|
|
24,000
|
|
|
Shares issued for investment and held in escrow
|
|
b
|
|
|
-
|
|
|
|
-
|
|
|
Balance as of December 31, 2015 and September 30, 2016
|
|
|
|
|
67,199,362
|
|
|
|
67,199
|
|
|
a)
|
On
January 1, 2015 and January 2, 2015, the Company issued 6,800,000 and 17,200,000 shares of common stock at $0.12 and $0.07
per share respectively (which was the market value of the shares of the Company on transaction date) to settle a debt of $1,257,801
owed to a former director of the Company. Accordingly, the Company recorded a loss of $762,199 on conversion of debt.
|
|
|
|
|
b)
|
On
January 19, 2015, the Company issued 950,000,000 shares of restricted common stock for the purchase of 100% shares of Asia
Innovation Technology Limited and its assets. The acquisition has not yet closed on the date of this filing and the shares
are held in escrow as disclosed in Note 5.
|
The
Company’s authorized capital consists of 2,000,000,000 shares of common stock. At September 30, 2016, there were 1,017,199,362
shares of common stock issued and outstanding comprising of 982,186,650 restricted shares, including 950,000,000 shares of restricted
common stock for the purchase of 100% shares of Asia Innovation Technology Limited and its assets, as disclosed above and 35,012,712
non-restricted shares. These restricted shares will be available for sale under Rule 144 of the Securities Act of 1933, as amended,
when the conditions of Rule 144 have been met.
5.
Pending Transaction
On
January 6, 2015, the Company signed a Sale and Purchase Agreement (the “Agreement”) to acquire 100% of the shares
of Asia Innovation Technology Limited, a Hong Kong corporation (“AITL”), registered in the British Virgin Islands.
Pursuant to the Agreement, the Company agreed to issue 950 million restricted common shares of the Company to the shareholders
of AITL in exchange of 100% of the shares of AITL and all of its assets.
As
per clause 6.4 of the Agreement, shares issued shall be held in escrow and shall be deemed to be in full control of the Company
until the closing of transaction which is outstanding, pending completion of certain conditions relating to the valuation of assets
to be acquired and audit of the financial position.
The
Company issued 950,000,000 shares, which are held in escrow. The transaction has not yet been closed, pending completion of the
above closing conditions. Upon closing, the transaction will be recorded in accordance with the guidance provided under ASC Topic
805 - Business Combination.
6.
Subsequent Events
The
Company’s management has evaluated subsequent events up to October 31, 2017, the date the financial statements were
issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events:
Effective
April 14, 2017, the Company has executed a Sale and Purchase Agreement (the “Agreement”) to acquire 100% of the shares
and assets Sino King Management Limited, (“SKML”) a company incorporated under the laws of British Virgin Islands.
Pursuant to the Agreement, Asia Properties, Inc. has agreed to issue 600 million restricted common shares of the Company to acquire
100% of the shares and assets of SKML.
Additionally,
at the Closing, ASPZ shall deliver to SKML, Stock certificate(s) representing six hundred million shares issued in the name or
names designated by SKML. It is understood that the stock certificates so delivered will display the required restrictive legend
pursuant to Rule 144 of the United States Securities and Exchange Act.
The
Agreement further states that both Parties agree that all shares issued, pursuant to the terms and conditions of the agreement,
shall be held in escrow and shall be deemed to be in the full control of Asia Properties, Inc. until the Closing.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operation.
This
section of the report includes a number of forward-looking statements that reflect our current views with respect to future events
and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate,
intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty
on these forward-looking statements, which apply only as of the date of this report. These forward-looking states are subject
to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Plan
of Operation
We
are a development stage Company and have not yet generated or realized any revenues from our current business operations. We are
not going to buy or sell any plant or significant equipment during the next twelve months. We will not conduct any product research
or development. We do not expect significant changes in the number of employees.
Our
specific goal is to identify and secure profitable investment opportunities.
On
January 6, 2015, we signed a Sale and Purchase Agreement (the “Agreement”) to acquire 100% of the shares of Asia Innovation
Technology Limited, a Hong Kong corporation (“AITL”) registered in the British Virgin Islands. Pursuant to the Agreement,
the Company agreed to issue 950 million restricted common shares of the Company to the shareholders of AITL in exchange of 100%
of the shares of AITL and all of its assets.
As
per clause 6.4 of the Agreement, shares issued shall be held in escrow and shall be deemed to be in full control of the Company
until the closing of transaction which is outstanding, pending completion of certain conditions relating to the valuation of assets
to be acquired and audit of the financial position.
The
Company issued 950,000,000 shares, which are held in escrow. The transaction has not yet been closed. Pending completion of the
above closing conditions. Upon closing, the transaction will be recorded in accordance with the guidance provided under ASC Topic
805- Business Combination.
Limited
Operating History; Need for Additional Capital
There
is no historical financial information about us upon which to base an evaluation of our performance. We cannot guarantee we will
be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise,
including limited capital resources and possible cost overruns due to price and cost increases in services.
Results
of Operations
We
have not generated significant revenue to date and consequently our operations are subject to all of the risks inherent in the
establishment of a new business enterprise. Our analysis on the performance of the Company is as follows:
Balance
sheet
– As at September 30, 2016 and December 31, 2015
Cash
At
September 30, 2016 we had cash of $2,731 compared to $842 as at December 31, 2015. The increase is due to normal operating activities.
Accounts
payable and accrued liabilities
At
September 30, 2016 we had $19,015 of accounts payable as compared to $16,328 as at December 31, 2015. The balance represents amounts
owed for consulting and other services.
At
September 30, 2016 we had $33,500 of accrued liabilities as compared to $24,500 as at December 31, 2015. The balance primarily
represents legal fee accrual of $13,000, accounting fee accrual of $8,500, review fee accrual of $9,000, transfer agent accrual
of $2,000, and Edgar agent accrual of $1,000.
Due
to Shareholders
At
September 30, 2016 we had $186,292 of amount payable to shareholders as compared to $187,565 as at December 31, 2015. The balance
comprises amounts owed to shareholders for consulting services.
Line
of Credit
At
September 30, 2016 we had an operating line of credit balance of $61,008 as compared to $50,310 as at December 31, 2015. The increase
is due to advances for working capital financing of the company.
Statement
of Operations- For the three and nine months ended September 30, 2016 and 2015
Revenue
The
Company did not generate any revenues from our operations during the three and nine-month periods ended September 30, 2016 and
2015.
Expenses
During the three-month period ended September
30, 2016, the Company incurred general and administrative expenses of $1,031 (2015 - $9,832), professional fees
of $3,000 (2015 - $846), interest and bank charges of $2,647 (2015 - $3,916) and consulting fees of $nil (September 30,
2015 - $nil).
During the nine-month period ended September
30, 2016, the Company incurred general and administrative expenses of $3,539 (2015 - $44,211), loss on conversion of debt
amounting to $nil (2015 - $762,199), professional fees of $9,000 (2015 - $16,773), interest and bank charges of $6,684
(2015 - $7,559) and consulting fees of $nil (September 30, 2015 - $48,700).
Liquidity
and Capital Resources
At
September 30, 2016, we had a working capital deficit of $297,084. We are actively seeking various financing operations to meet
the working capital requirements.
Cash
Used in Operating Activities
Net
cash used by operating activities was $7,536 for the nine-month period ended September 30, 2016. For the same period in 2015,
there was net cash provided of $1,249.
Cash
Used in Investing Activities
The
Company did not incur any investment costs in the three-month period ended September 30, 2016,
Cash
from Financing Activities
The
Company has funded operations, to date, primarily from sales of our common stock but did not receive any funds from the issuance
of shares during the nine months ended September 30, 2016. Cash flow from financing activities comprises advances from line of
credit amounting to $10,698 partially offset by repayment to shareholders amounting to $1,273. There are no assurances that we
will be able to achieve further sales of our common stock or any other form of additional financing.
Going
Concern
We
are a development stage company. Planned principal activities have begun but Asia Properties has not generated significant revenues
to date. The Company had a negative working capital of $297,084 and a negative stockholders’ equity of $297,084 at September
30, 2016. These matters raise doubt about Asia Properties’ ability to continue as a going concern. Continuation of Asia
Properties’ existence depends upon its ability to obtain additional capital. Management’s plans in regards to this
matter include receiving continued financial support from directors and raising additional equity financing in 2016. These financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
Future
Financing
We
anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances
of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional
sales of our equity securities or arrange for debt or other financing to fund our planned operations.
Off-Balance
Sheet Arrangements
The
Company does not participate in transactions that generate relationships with unconsolidated entities or financial partnerships,
such as entities often referred to as structured finance or special purpose entities, which are established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical
Accounting Policies
Critical
accounting policies are described in the Company’s Form 10-K for the year ended December 31, 2015.
Subsequent
Events
Effective
April 14, 2017, the Company has executed a Sale and Purchase Agreement (the “Agreement”) to acquire 100% of the shares
and assets Sino King Management Limited, (“SKML”) a company incorporated under the laws of British Virgin Islands.
Pursuant to the Agreement, Asia Properties, Inc. has agreed to issue 600 million restricted common shares of the Company to acquire
100% of the shares and assets of SKML.
Additionally,
at the Closing, ASPZ shall deliver to SKML, Stock certificate(s) representing six hundred million shares issued in the name or
names designated by SKML. It is understood that the stock certificates so delivered will display the required restrictive legend
pursuant to Rule 144 of the United States Securities and Exchange Act.
The
Agreement further states that both Parties agree that all shares issued, pursuant to the terms and conditions of the agreement,
shall be held in escrow and shall be deemed to be in the full control of ASPZ until the Closing.
