ITEM
1: CONDENSED INTERIM FINANCIAL STATEMENTS
ASIA
PROPERTIES, INC.
CONDENSED
BALANCE SHEETS
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September
30,
2017
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December
31,
2016
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(Unaudited)
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(Audited)
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|
ASSETS
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Current assets
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Cash
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$
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1,992
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$
|
362
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|
|
|
|
|
|
|
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TOTAL
ASSETS
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$
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1,992
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$
|
362
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|
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LIABILITIES AND STOCKHOLDERS’
DEFICIT
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Current liabilities
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Accounts payable
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$
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127,545
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$
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17,533
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Accrued liabilities
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53,162
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42,662
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Due to Shareholders
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181,755
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190,399
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Line
of credit (Note 3)
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58,316
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59,169
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Total
current liabilities
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420,778
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309,763
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Stockholders’
deficit
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Common stock, $0.001 par value, 2,000,000,000
shares authorized; 67,199,362 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively (Note
4)
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67,199
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67,199
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|
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Additional paid-in
capital
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|
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5,668,629
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5,668,629
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Accumulated
deficit
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(6,154,614
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)
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(6,045,229
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)
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Total
stockholders’ deficit
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(418,786
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)
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(309,401
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)
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Total
liabilities and stockholders’ deficit
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$
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1,992
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$
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362
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See
accompanying notes to the unaudited condensed interim financial statements.
ASIA
PROPERTIES, INC.
CONDENSED
STATEMENTS OF OPERATIONS (UNAUDITED)
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Three
months ended
September 30,
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Nine
months ended
September 30,
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2017
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2016
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2017
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2016
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Revenues
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$
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-
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$
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-
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$
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-
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$
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-
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Operating expenses:
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General
and administrative
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13,876
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1,031
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39,619
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3,539
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Professional Fee
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22,974
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3,000
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60,974
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9,000
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Interest
expense and Bank Charges
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2,711
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2,647
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8,792
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6,684
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|
Loss before income
tax
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|
|
(39,561
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)
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(6,678
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)
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(109,385
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)
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(19,223
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)
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Income tax expense
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-
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-
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-
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-
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Net
loss
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$
|
(39,561
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)
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$
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(6,678
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)
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$
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(109,385
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)
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$
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(19,223
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)
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Net loss per
share – Basic and diluted
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$
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(0.0006
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)
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$
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(0.0001
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)
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$
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(0.0016
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)
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$
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(0.0003
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)
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Weighted average
common stock outstanding – Basic and diluted
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67,199,362
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67,199,362
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67,199,362
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67,199,362
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|
See
accompanying notes to the unaudited condensed interim financial statements.
ASIA
PROPERTIES, INC.
CONDENSED
STATEMENTS OF CASH FLOWS (UNAUDITED)
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Nine
months ended September 30,
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2017
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2016
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Cash flows from
operating activities:
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Net loss
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$
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(109,385
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)
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$
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(19,223
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)
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Changes in operating assets and liabilities:
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Accounts
payable and accrued liabilities
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120,512
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11,687
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Net cash provided
by (used in) operating activities
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11,127
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(7,536
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)
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Cash flows from
financing activities:
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Advances from
Line of credit
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-
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10,698
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Repayment on
Line of Credit
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(853
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)
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-
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Repayment
to shareholders
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(8,644
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)
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(1,273
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)
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Net cash provided
by (used in) financing activities
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(9,497
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)
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9,425
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NET CHANGE IN CASH
AND CASH EQUIVALENTS
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1,630
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1,889
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CASH
AND CASH EQUIVALENTS, BEGINNING OF PERIOD
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362
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|
842
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CASH
AND CASH EQUIVALENTS, END OF PERIOD
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$
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1,992
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$
|
2,731
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Supplemental Disclosure
of Cash Flow Information:
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Interest paid
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$
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8,792
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$
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7,554
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Income tax paid
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|
-
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|
-
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|
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 losses are anticipated as the Company has not yet been able to generate revenue. In addition, as
of September 30, 2017, the Company has net losses for the three and nine months ended of $39,561 and $109,385 respectively (September
30, 2016 - $6,678 and $19,223), a working capital deficiency of $418,786 (December 31, 2016 -$309,401) and an accumulated deficit
of $6,154,614 (December 31, 2016 -$6,045,229). 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, 2016 and notes thereto included in the Form 10-K
filed with the SEC on November 9, 2017. The accompanying unaudited condensed financial statements are expressed in United States
dollars (“USD”), which is the functional and reporting currency of the Company. 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, 2017, are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.
Use
of Estimates and Significant Judgments
In
preparing the unaudited 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.
The
amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash
equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described
as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period
and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition
of restricted cash or restricted cash equivalents. The amendments in this Update are effective for public business entities for
fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments
are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December
15, 2019. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an
interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period.
The amendments in this Update should be applied using a retrospective transition method to each period presented. Management does
not expect to have a significant impact of this ASU on the Company’s financial statements.
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
13.75% annually. As at September 30, 2017, the balance amounted to $58,316 (December 31, 2016 - $59,169). The line of credit is
secured personally by a shareholder of the Company.
4.
Common Stock
The
following table summarizes common stock issuances:
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Number
of
Shares
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Common
Stock Amount
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|
|
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Balance
as of December 31, 2016
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|
|
|
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|
67,199,362
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|
|
|
67,199
|
|
|
Shares issued for investment and held
in escrow
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|
a
|
|
|
|
-
|
|
|
|
-
|
|
|
Shares issued
for investment and held in escrow
|
|
|
b
|
|
|
|
-
|
|
|
|
-
|
|
|
Balance as of
September 30, 2017
|
|
|
|
|
|
|
67,199,362
|
|
|
|
67,199
|
|
|
a)
|
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.
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b)
|
On
April 14, 2017, the Company issued 600,000,000 shares of restricted common stock for the purchase of 100% shares of Sino King
Management 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, 2017, there were 1,617,199,362
shares of common stock issued comprising of 1,582,186,650 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, and 600,000,000 shares of restricted
common stock for the purchase of 100% shares of Sino King Management 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. Rule 144 provides an exemption and permits the public resale of restricted or control
securities if a number of conditions are met, including how long the securities are held, the way in which they are sold, and
the amount that can be sold at any one time.
ASIA
PROPERTIES, INC.
NOTES
TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
5.
Pending Transactions
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.
On
April 14, 2017, the Company has entered into 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.
As
per clause 6.4 of the Agreements, shares issued shall be held in escrow and shall be deemed to be in full control of the Company
until the closing of transactions 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 and 600,000,000 shares, which are held in escrow. The transactions have not yet been closed, pending
completion of the above closing conditions. Upon closing, the transactions 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 November 17, 2017, the date the unaudited condensed interim financial
statements were issued, pursuant to the requirements of ASC 855 and has determined that there are no material subsequent events
to report.
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,
we 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.
On
April 14, 2017, we signed 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, we agreed to issue 600 million restricted common shares of the Company to acquire 100% of the shares and assets
of SKML.
As
per clause 6.4 of the Agreements, shares issued shall be held in escrow and shall be deemed to be in full control of the Company
until the closing of transactions which is outstanding, pending completion of certain conditions relating to the valuation of
assets to be acquired and audit of the financial position.
We
issued 950,000,000 and 600,000,000 shares, which are held in escrow. The transactions have not yet been closed. Pending completion
of the above closing conditions. Upon closing, the transactions 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, 2017 and December 31, 2016
Cash
At
September 30, 2017 we had cash of $1,992 compared to $362 as at December 31, 2016. The increase is due to normal operating activities.
Accounts
payable and accrued liabilities
At
September 30, 2017 we had $127,545 of accounts payable as compared to $17,533 as at December 31, 2016. The balance represents
amounts owed for consulting and other services.
At
September 30, 2017 we had $53,162 of accrued liabilities as compared to $42,662 as at December 31, 2016. The balance primarily
represents accounting fee accrual of $17,000, legal fee accrual of $13,805, review fee accrual of $19,500, transfer agent accrual
of $1,857, and Edgar agent accrual of $1,000.
Due
to Shareholders
At
September 30, 2017 we had $181,755 of amount payable to shareholders as compared to $190,399 as at December 31, 2016. The balance
comprises amounts owed to shareholders for consulting services.
Line
of Credit
At
September 30, 2017 we had an operating line of credit balance of $58,316 as compared to $59,169 as at December 31, 2016. The decrease
is due to repayments to reduce the balance.
Statement
of Operations- For the three and nine months ended September 30, 2017 and 2016
Revenue
The
Company did not generate any revenues from our operations during the three and nine month periods ended September 30, 2017 and
2016.
Expenses
During
the three-month period ended September 30, 2017, the Company incurred general and administrative expenses of $13,876 (2016 - $1,176),
professional fees of $22,974 (2016 - $3,000), interest and bank charges of $2,711 (2016 - $2,647).
During
the nine-month period ended September 30, 2017, the Company incurred general and administrative expenses of $39,619 (2016 - $3,539),
professional fees of $60,974 (2016 - $9,000), and interest and bank charges of $8,792 (2016 - $6,684).
General,
administrative and professional fee was higher in 2017 due to consulting and general work on acquisition agreements and activities
during the three and nine months ended September 30, 2017.
Liquidity
and Capital Resources
At
September 30, 2017, we had a working capital deficit of $418,786. We are actively seeking various financing operations to meet
the working capital requirements.
Cash
Used in Operating Activities
Net
cash provided by operating activities was $11,127 for the nine-month period ended September 30, 2017. For the same period in 2016,
there was net cash used of ($7,536).
Cash
Used in Investing Activities
The
Company did not incur any investment costs in the nine-month periods ended September 30, 2017 and 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, 2017. Cash flow from financing activities comprises repayments on line of
credit amounting to $853 and repayment to shareholders amounting to $8,644. 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 loss for the three and nine months of $39,561 and $109,385 respectively, negative working capital of
$418,786 and a negative stockholders’ equity of $418,786 at September 30, 2017. 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 2017. 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, 2016.
Subsequent
Events
There
were no material subsequent events to report.