x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2011
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¨
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TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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ASIA PROPERTIES, INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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47-0855301
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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119 Commercial Street
Suite 190-115, Bellingham
Washington 98225
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98225
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(Address of principal executive offices)
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(Zip Code)
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(360) 392-2841
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(Registrant’s telephone number, including area code)
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨ (Do not check if a smaller reporting company)
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Smaller reporting company x
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Page
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Item 1. Consolidated Financial Statements (Unaudited)
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Consolidated Balance Sheets as of September 30, 2011 and December 31, 2010
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4
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Consolidated Statements of Operations for the three and nine month periods ended September 30, 2011 and 2010 and for the period from inception through September 30, 2011
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5, 6
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Consolidated Statements of Stockholders’ Deficit for the period from inception through September 30, 2011
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7
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Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2011 and 2010 and for the period from inception through September 30, 2011
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8
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Selected notes to consolidated financial statements
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9
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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11
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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13
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Item 4. Controls and Procedures
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13
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September 30,
2011
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December 31,
2010
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|||||||
Assets
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||||||||
Current:
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||||||||
Cash
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$ | 175 | $ | 342 | ||||
Investment
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||||||||
Property rights
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$ | 625,000 | $ | - | ||||
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Total Assets
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$ | 625,175 | $ | 342 | ||||
Current:
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Other payables and accrued liabilities
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$ | 122,343 | $ | 25,441 | ||||
Short term bank loans
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46,481 | 59,263 | ||||||
Due to related parties
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764,869 | 618,905 | ||||||
Total Current Liabilities
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933,693 | 703,609 | ||||||
Long term liabilities
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||||||||
Long term loans
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47,857 | 47,879 | ||||||
Stockholders' Equity (Deficit)
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Common Stock, $0.001 par value; 200,000,000 shares authorized;
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38,221,362 and 35,721,362 common shares issued and outstanding
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at September 30, 2011 and December 31, 2010
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11,948 | 9,448 | ||||||
Additional paid-in capital
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3,077,980 | 2,565,480 | ||||||
Donated capital
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345,000 | 345,000 | ||||||
Deficit accumulated during the development stage
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(3,791,303 | ) | (3,671,074 | ) | ||||
Total Stockholders' Equity (Deficit)
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(356,375 | ) | (751,146 | ) | ||||
Total Liabilities and Stockholders' Equity (Deficit)
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$ | 625,175 | $ | 342 |
For The
Three Months
Ended
September 30,
2011
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For The
Three Months
Ended
September 30,
2010
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|||||||
Revenue
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$ | - | $ | - | ||||
Operating expenses
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General and administrative
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32,814 | 21,341 | ||||||
Management fees
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15,000 | 15,000 | ||||||
Professional fees
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- | - | ||||||
Consulting
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9,836 | - | ||||||
Total operating expenses
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57,650 | 36,341 | ||||||
Loss from operations
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(57,650 | ) | (36,341 | ) | ||||
Net loss
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$ | (57,650 | ) | $ | (36,341 | ) |
For The
Nine Months
Ended
September 30,
2011
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For The
Nine Months
Ended
September 30,
2010
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For The Period From
April 6, 1998
(Inception ) Through
September 30,
2011
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Revenue
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$ | - | $ | - | $ | (46,342 | ) | |||||
Operating expenses
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General and administrative
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65,393 | 52,735 | 1,809,473 | |||||||||
Management fees
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45,000 | 45,000 | 1,208,614 | |||||||||
Professional fees
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- | - | 783,469 | |||||||||
Consulting
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9,836 | 45,000 | 145,082 | |||||||||
Total operating expenses
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120,229 | 142,735 | 3,946,638 | |||||||||
Loss from operations
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(120,229 | ) | (142,735 | ) | (3,992,980 | ) | ||||||
Interest income
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- | - | 3,294 | |||||||||
Disposal of subsidiary
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- | - | 27,120 | |||||||||
Gain on settlement of debt
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- | - | 178,307 | |||||||||
Income taxes recovered
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- | - | 595 | |||||||||
Write-down of property and equipment
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- | - | (7,639 | ) | ||||||||
Net loss
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$ | (120,229 | ) | $ | (142,735 | ) | $ | (3,791,303 | ) | |||
Weighted average number of shares outstanding – basic and diluted
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36,083,999 | 35,593,157 | ||||||||||
Net loss per share - basic and diluted
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$ | (0.003 | ) | $ | (0.004 | ) |
Common Stock |
Additional
Paid In
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Donated
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Number of
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Amount
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Capital
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Capital
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Deficit
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Total
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shares
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$ | $ | $ | $ | $ | |||||||||||||||||||
Balance December 31, 2004
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7,519,028 | 7519 | 1,729,509 | 270,000 | (2,064,981 | ) | (57,953 | ) | ||||||||||||||||
Issued for services at $0.26 per share
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40,000 | 40 | 10,360 | - | - | 10,400 | ||||||||||||||||||
Issued for services at $0.50 per share
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50,000 | 50 | 24,950 | - | - | 25,000 | ||||||||||||||||||
Issued for properties at $0.50 per share
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600,000 | 600 | 299,400 | - | - | 300,000 | ||||||||||||||||||
Issued for properties at $1.45 per share
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45,000 | 45 | 159,955 | - | - | 160,000 | ||||||||||||||||||
Issued for properties at $2.55 per share
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350,000 | 350 | 899,650 | - | - | 900,000 | ||||||||||||||||||
Issued for cash at $0.50 per share
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1,050,000 | 1,050 | 523,950 | - | - | 525,000 | ||||||||||||||||||
Finders fee paid
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- | - | (25,000 | ) | - | (25,000 | ) | |||||||||||||||||
Donated capital
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- | - | - | 60,000 | - | 60,000 | ||||||||||||||||||
Net loss for the year
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- | - | - | - | (247,792 | ) | (247,792 | ) | ||||||||||||||||
Balance, December 31, 2005
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9,654,028 | 9,654 | 3,622,774 | 330,000 | (2,312,773 | ) | 1,649,655 | |||||||||||||||||
Option exercised for cash at $1.00 per share
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40,000 | 40 | 39,960 | - | - | 40,000 | ||||||||||||||||||
Issued for cash at $1.00
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105,000 | 105 | 104,895 | - | - | 105,000 | ||||||||||||||||||
Donated capital
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- | - | - | 15,000 | - | 15,000 | ||||||||||||||||||
Net loss for the year
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- | - | - | - | (252,278 | ) | (252,278 | ) | ||||||||||||||||
Balance December 31, 2006
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9,799,028 | 9,799 | 3,767,629 | 345,000 | (2,565,051 | ) | 1,557,377 | |||||||||||||||||
Issued for cash at $1.00
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55,000 | 55 | 54,945 | - | - | 55,000 | ||||||||||||||||||
Finders fee paid
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2,750 | 3 | 2,747 | - | - | 2,750 | ||||||||||||||||||
4 for 1 split on 16 April
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29,570,334 | - | - | - | - | - | ||||||||||||||||||
Net loss for the year
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- | - | - | - | (298,260 | ) | (298,260 | ) | ||||||||||||||||
Balance December 31, 2007
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39,427,112 | 9,857 | 3,825,321 | 345,000 | (2,863,311 | ) | 1,316,867 | |||||||||||||||||
Issued for cash at $0.20
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225,000 | 225 | 44,775 | - | - | 45,000 | ||||||||||||||||||
Finders fee paid
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11,250 | 11 | 2,239 | - | - | 2,250 | ||||||||||||||||||
Cancelled due to unsuccessful transfer of property rights
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(3,940,000 | ) | (985 | ) | (1,323,460 | ) | - | - | (1,324,445 | ) | ||||||||||||||
Net loss for the year
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- | - | - | - | (513,977 | ) | (513,977 | ) | ||||||||||||||||
Balance December 31, 2008
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35,723,362 | 9,108 | 2,548,875 | 345,000 | (3,377,288 | ) | (474,305 | ) | ||||||||||||||||
Cancelled due to unsuccessful transfer of property rights
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(40,000 | ) | (10 | ) | (35,545 | ) | - | - | (35,555 | ) | ||||||||||||||
Net loss for the period
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- | - | - | - | (114,528 | ) | (114,528 | ) | ||||||||||||||||
Balance December 31, 2009
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35,371,362 | 9,098 | 2,513,330 | 345,000 | (3,491,816 | ) | (624,388 | ) | ||||||||||||||||
Issued for services
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350,000 | 350 | 52,150 | - | - | 52,500 | ||||||||||||||||||
Net loss for the period
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- | - | - | - | (179,258 | ) | (179,258 | ) | ||||||||||||||||
Balance December 31, 2010
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35,721,362 | 9,448 | 2,565,480 | 345,000 | (3,671,074 | ) | (751,146 | ) | ||||||||||||||||
Issued for properties at $0.05 per share
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500,000 | 500 | 24,500 | - | - | 25,000 | ||||||||||||||||||
Issued for properties at $0.245 per share
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2,000,000 | 2,000 | 488,000 | - | - | 490,000 | ||||||||||||||||||
Net loss for the period
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- | - | - | - | (120,229 | ) | (120,229 | ) | ||||||||||||||||
Balance September 30, 2011
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38,221,362 | 11,948 | 3,077,980 | 345,000 | (3,791,303 | ) | (356,375 | ) |
For the 9
months ended
30 September
2011
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For the year ended
31 December 2010
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Cumulative total
since inception
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Cash flows used in operating activities
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Net loss
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(120,229 | ) | (179,258 | ) | (3,791,303 | ) | ||||||
Adjustments to reconcile net loss to net cash used in operating activities
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Amortized property rights
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- | - | 97,309 | |||||||||
Cancellation of shares issued for property rights
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- | - | (1,360,000 | ) | ||||||||
Deferred assets amortized
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- | - | 12,507 | |||||||||
Depreciation
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- | - | 12,599 | |||||||||
Donated management services
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- | - | 345,000 | |||||||||
Gain on settlement of debt
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- | - | (178,307 | ) | ||||||||
Gain on disposal of subsidiary
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- | - | - | |||||||||
Investment written off
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- | - | 20,000 | |||||||||
Property rights written off
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- | - | 1,637,900 | |||||||||
Shares issued for services rendered
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52,500 | 808,776 | ||||||||||
Write down of investment to NRV
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- | - | 37,400 | |||||||||
Write down of property and equipment
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- | - | 7,639 | |||||||||
Changes in operating assets and liabilities
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Increase/ (decrease) in short term loans
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(12,782 | ) | (16,637 | ) | 34,882 | |||||||
Increase in prepaid expenses and deposits
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- | - | - | |||||||||
Increase in payables and accruals
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96,902 | 7,634 | 455,258 | |||||||||
Net cash used in operating activities
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(36,109 | ) | (135,761 | ) | (1,860,340 | ) | ||||||
Cash flow used in investing activities
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Property rights acquired for resale
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- | - | (375,209 | ) | ||||||||
Increase in deferred assets
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- | - | (12,507 | ) | ||||||||
Purchase of property and equipment
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- | - | (20,238 | ) | ||||||||
Purchase of securities
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- | - | (20,000 | ) | ||||||||
Purchase of investment
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(625,000 | ) | - | (652,000 | ) | |||||||
Net cash used in investment activities
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(625,000 | ) | - | (1,079,954 | ) | |||||||
Cash flows from financing activities
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Issuance of stock
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515,000 | - | 1,921,600 | |||||||||
Increase in long term loan
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(22 | ) | (9 | ) | 59,474 | |||||||
Advances from related party
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145,964 | 132,484 | 959,413 | |||||||||
Net cash provided by financing activities
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660,942 | 132,475 | 2,940,469 | |||||||||
Net increase/ (decrease) in cash
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(167 | ) | (43,286 | ) | 175 | |||||||
Cash, beginning of year
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342 | 3,628 | - | |||||||||
Cash, end of year
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175 | 342 | 175 |
1.
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Basis of Presentation
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2.
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Going Concern
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3.
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Related Party Transactions
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4.
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Shareholders’ Equity
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Common
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||||||||
Number of
Shares
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Stock
Amount |
|||||||
Balance as of December 31, 2008
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39,411,362 | $ | 9,108 | |||||
Shares cancelled
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(40,000 | ) | (10 | ) | ||||
Balance as of December 31, 2009
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35,371,362 | $ | 9,098 | |||||
Shares issued for services
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350,000 | 350 | ||||||
Balance as of December 31, 2010
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35,721,362 | $ | 9,448 | |||||
Shares issued for properties acquired
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2,500,000 | 2,500 | ||||||
Balance as of September 30, 2011
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38,221,362 | 11,948 |
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a)
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On August 30, 2011 the Company issued 2,000,000 shares for another fifty-three gold claims in Newfoundland, Canada.
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b)
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On July 18, 2011 the Company issued 500,000 shares for sixteen gold claims in Quebec, Canada.
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c)
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On April 10, 2010 the Company issued 350,000 shares for services rendered.
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d)
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On December 31, 2009 the Company cancelled 40,000 shares issued in 2005 for the Thailand land purchase as a result of the non-delivery of title.
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5.
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Commitments
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6.
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Subsequent Events
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Exhibit No.
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Description of Exhibit
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10.7
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Claim Acquisition Agreement between Asia Properties, Inc. and Banroy Resources dated July 18, 2011
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31.1
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Certification of principal executive officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended, filed herewith
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32.1
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith
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99.1
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Official Claims Certificate No. 87311 issued by the Province of Quebec, Canada dated September 22, 2100
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ASIA PROPERTIES, INC.
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By:
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/s/ Daniel Mckinney
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Daniel Mckinney
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Chief Executive Officer
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and
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/s/ Gilbert Loke
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Gilbert Loke
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Chief Financial Officer)
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November 21, 2011
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(1)
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I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2011 of Asia Properties, Inc.;
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(2)
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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(3)
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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(4)
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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(5)
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: November 21, 2011.
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/s/ Daniel Mckinney
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Daniel Mckinney
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Chief Executive Officer
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(Principal Executive Officer)
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(1)
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I have reviewed this report on Form 10-Q for the quarterly period ended September 30,2011 of Asia Properties, Inc.;
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(2)
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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(3)
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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(4)
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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(5)
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: November 21, 2011.
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/s/ Gilbert Loke
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Gilbert Loke
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Chief Financial Officer
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Date: November 21, 2011.
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/s/ Daniel Mckinney
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Daniel Mckinney
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Chief Executive Officer
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(Principal Executive Officer)
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Going Concern | 6 Months Ended | ||
---|---|---|---|
Jun. 30, 2011 | |||
Going Concern [Abstract] | |||
Goingconcern [Text Block] |
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