WEB NEWS CFO Trail
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Effective July 11, 2016, Asia Properties, Inc. (the “Company”) has accepted the resignation of Mr. Fan Haoran from his position as President, CEO, Secretary and Treasurer of the Company. Mr. Fan has served on the Board of Directors since January 19, 2015. He will remain on the Board as a Director.
Effective immediately following the acceptance by the Corporation of the resignation of Haoran Fan, the Company has appointed Mr.Chen Junyan to the position of President, Secretary, Treasurer and Director.
Chen Junyan, President, Secretary, Treasurer and Director
Chen Junyan earned a MSc degree in Physic from the Luoyang Normal University Luoyang, Henan, China, in 1992. He is a member of the Henan New Energy Chamber of Commerce
From July 1992 to November 2002 he worked as an Engineer Assistant engaged in highway construction for the Institute SanMenXia Highway Construction Company, located in Henan, China and from October 2002 to May 2010 he worked as Supplement Sales Manager and ifor Sanmenxia Jiyuan Nong Lin Group Ltd., also located in Henan, P.R.China.
Starting in June 2010 and to the present, he has served as the Chief Executive Officer for the Tindin Zhi Zhong Group Co. Ltd. at Luoyang City, Henan, China, The Tindin Zhi Zhong Group is engaged in new energy research and development.
Mr. Chen is currently the CEO of Tindin Zhi Zhong Group Co, Ltd., in Henan Province, China. In May 2010, taking advantage of the global trend on clean and green new energy, he had help to found this company to manufacture electric vehicles. Tindin Zhi Zhong manufactures electric-powered coach buses, vans, sport cars and luxury sedans. Under his leadership, Tindin Zhi Zhong has became a significant player in the electric vehicle industry.
Recently his Tindin Zhi Zhong initiated a charity campaign of “Walking in Love in Central China”. Volunteers went door-to-door throughout Henan Province visiting orphans, handicapped and lonely seniors, and to deliver financial and material resources to help improve the quality of their lives
Fan Haoran, Director
As noted, Fan Haoran has served on the Board of Directors since January 19, 2015. He has worked at the Shenzhen Yangtze Trade Company from August 1989 to December 1992. The Company is involved in the domestic and international commodity procurement business. He was part of the company’s domestic and international trade management team. He also participated in formulating and compiling a textbook for an international trade training class in Shenzhen and helped organize an international trade training class. He was also responsible for the compiling of the company’s interim procedures for domestic trade management in Shenzhen. From January 1993 to September 1994 he worked at the Shenzhen Duncheng Investment Corporation, a real estate development and investment firm. Participated in approval and application for construction of Red Forest Residence Community in Shenzhen, a residence community project in Shenzhen
In October 1994 he assumed the post of General Manager of Federal Communication Developmental Company in Dongguan, (a telecommunications business) and served as a member of the council in the Guangdong Communication Association. He was a member of the communication and coordination group, which is participated in the formulation of interim regulations for communication frequency management. He also led the development and construction of wireless paging software and a paging center for the Federal Communication Developmental Company. He served with this company until October 2003.
From November 2003 to the present, he founded and has worked to organize and establish the Guangdong Rongguang Technical Engineering Limited Company as the Chairman. Guangdong Rongguang is a engineering firm that recycles industrial park waste water. During that same period he accepted the position of specially invited expert from the Chinese Recycling Business Association (Dangerous waste alliance) and participated in the inspection and approval of a Chinese recycling economy industrial park. He also accepted the post of specially invited expert from the Chinese Science and Technology Industry of the National Defense Management Association. In that role he participated in the of implementation and transference of military national defense technology to civil use. He was also entrusted by the Dongguan Science and Technology Bureau to serve as president of the Donguan Energy Savings Association
Comments & Business Outlook
ASIA PROPERTIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
Three months ended September 30,
Nine months ended September 30,
2015
2014
2015
2014
Revenues
$
-
$
-
$
-
$
-
Operating expenses:
General and administrative
10,678
47,752
109,684
96,737
Total operating expenses
10,678
47,752
109,684
96,737
Other expense:
Interest expense
3,916
1,573
7,559
6,080
Loss before income tax
(14,594
)
(49,325
)
(117,243
)
(102,817
)
Income tax expense
-
-
-
-
NET LOSS
$
(14,594
)
$
(49,325
)
$
(117,243
)
$
(102,817
)
Net loss per share – Basic and diluted
$
(0.00
)
$
(0.00
)
$
(0.00
)
$
(0.00
)
Weighted average common stock outstanding – Basic and diluted
1,017,199,362
42,829,362
1,017,199,362
42,829,362
Managment Discussion and Analysis
Asia Properties, Inc. (“ASPZ” or the “Company”) was originally established to seek opportunities to invest in real estate and develop resorts in South East Asia. On January 6, 2015, Asia Properties, Inc. changed its business plan and executed a Sale and Purchase Agreement (the “Agreement”) to acquire 100% of the shares and assets of Asia Innovation Technology Limited (“AITL”), a Hong Kong based, resource-recycling company. Pursuant to the Agreement, the Company agreed to issue 950 million restricted common shares of the Company to the shareholders of AITL in payment of the US$1.9 billion reflecting the reported value of the rights, titles and interests in the business assets and all attendant or related assets of AITL.
Pursuant to the Agreement, AITL is to deliver to ASPZ, duly authorized, properly and fully executed documents in English, evidencing and confirming the sale of 100% of the shares of AITL and its assets specifically detailing the assets and an asset valuation by a third-party valuator. Additionally, the Agreement states that both Parties have agreed that all shares so issued will be held in escrow by the Company and shall be in the full control of the Company until the Closing.
As of the date of this filing, the Company has not received the required third-party valuation. Therefore, the shares issued in the names of the AITL shareholders remain in the control of the Company. AITL is also required to provide the Company with audited financial statements prepared by a qualified PCAOB auditor. However, the Company has not yet received the required audited financial statements from AITL.
Due to the delay in receiving the final required third-party valuation and the audited financial statements for AITL, the Sale and Purchase Agreement between the Company and Asia Innovation Technology Limited has not closed and a change of control has not yet been affected.
Comments & Business Outlook
ASIA PROPERTIES, INC.
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
Three months ended June 30,
Six months ended June 30,
2015
2014
2015
2014
Revenues
$
-
$
-
$
-
$
-
Operating expenses:
General and administrative
13,884
24,539
99,006
46,820
Total operating expenses
13,884
24,539
99,006
46,820
Other expense:
Interest expense
1,988
3,123
3,643
6,672
Loss before income tax
(15,872
)
(27,662
)
(102,649
)
(53,492
)
Income tax expense
-
-
-
-
NET LOSS
$
(15,872
)
$
(27,662
)
$
(102,649
)
$
(53,492
)
Net loss per share – Basic and diluted
$
(0.00
)
$
(0.00
)
$
(0.00
)
$
(0.00
)
Weighted average common stock outstanding – Basic and diluted
1,017,199,362
41,921,362
1,017,199,362
41,921,362
Management Discussion and Analysis
Revenues
We have not generated any revenues from our operations during the three months period ended June 30, 2015 and 2014.
Net loss for the three months period ended June 30, 2015 was $15,872, a decrease in loss of $11,790 or 43% from a loss of $27,662 for the comparable period in 2014. The decrease in loss was primarily due to the decrease in general and administrative expenses discussed above.
Comments & Business Outlook
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013 AND FOR THE PERIOD FROM APRIL 6, 1998 (INCEPTION THROUGH MARCH 31, 2015)
Note For the Three For the Three For the Period
Revenue
$
-
$
-
$
(46,432
)
Operating expenses
General and administrative expenses
25,263
6,211
1,997,722
Commission expenses
-
-
42,000
Management fees
5
-
15,000
1,403,614
Professional fees
12,814
4,619
863,092
Consulting fees
48,700
-
459,961
Total operating expenses
86,777
25,830
4,766,389
Loss from operations
(86,777
)
(25,830
)
(4,812,821
)
Interest income
-
-
3,294
Gain on disposal of subsidiary
-
-
27,120
Gain on settlement of debt
-
-
178,307
Income taxes recovered
-
-
595
Write-off of investments in mining claims
-
-
(525,000
)
Write-down of property and equipment
-
-
(7,639
)
Net comprehensive loss
$
(86,777
)
$
(25,830
)
$
(5,136,144
)
Weighted average number of shares:
Basic and diluted
1,017,199,362
41,921,362
Net loss per share – Basic and diluted
$
(0.000
)
$
(0.001
)
Management Discussion and Analysis
Asia Properties, Inc. was originally established to seek opportunities to invest in real estate and develop resorts in South East Asia. On January 6, 2015, Asia Properties, Inc. changed its business plan and executed a Sale and Purchase Agreement to acquire 100% of the shares and assets of Asia Innovation Technology Limited (“AITL”), a Hong Kong based, resource-recycling company. Pursuant to the Agreement, Asia Properties, Inc. agreed to issue 950 million restricted common shares of the Company to the shareholders of AITL in payment of the US$1.9 billion reflecting the reported value of the rights, titles and interests in the business assets and all attendant or related assets of AITL.
Pursuant to the Sale and Purchase Agreement, AITL is to deliver to ASPZ, duly authorized, properly and fully executed documents in English, evidencing and confirming the sale of 100% of the shares of AITL and its assets specifically detailing the assets and an asset valuation by a third-party valuator. Additionally, the Agreement states that both Parties have agreed that all shares so issued will be held in escrow by Asia Properties, Inc. and shall be in the full control of Asia Properties, Inc. until the Closing.
As of the date of this filing, Asia Properties has not received the required third-party valuation. Therefore, the shares issued in the names of the AITL shareholders remain in the control of Asia Properties. AITL is also required to provide the Company with audited financial statements prepared by a qualified PCAOB auditor. However, the Company has not yet received the required audited financial statements from AITL.
Due to the delay in receiving the final required third-party valuation and the audited financial statements for AITL, the Sale and Purchase Agreement between the Company and Asia Innovation Technology Limited has not closed and a change of control has not yet been affected.
Comments & Business Outlook
Asia Properties, Inc.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013
AND FROM INCEPTION ON APRIL 6, 1998 THROUGH DECEMBER 31, 2014
(Stated in US Dollars)
Cumulative
Total
Year Ended Since
December 31, Inception
2014 2013
Note US$ US$ US$
Revenue $ - $ - $ (46,432 )
Operating expenses
General and administrative 28,817 42,590 1,972,459
Commissions - - 42,000
Management fees 5 60,000 60,000 1,403,614
Professional fees 18,175 11,905 850,278
Consulting fees 8 25,000 171,500 411,261
Total operating expenses 131,992 285,995 4,679,612
Loss from operations (131,992 ) (285,995 ) (4,726,044 )
Interest income - - 3,294
Gain on disposal of subsidiary - - 27,120
Gain on settlement of debt - - 178,307
Income taxes recovered - - 595
Write-off of investments in mining claims 4 - (525,000 ) (525,000 )
Write-down of property and equipment - - (7,639 )
Net comprehensive loss $ (131,992 ) $ (810,995 ) $ (5,049,367 )
Weighted average number of shares:
Basic and diluted 42,234,096 39,341,910
Net loss per share – Basic and diluted (0.003 ) (0.02 )
Management Discussion and Analysis
Results of Operations
We had no revenues in 2014 or 2013.
The Company incurred general and administrative expenses of $28,817 (2013 - $42,590), management fees of $60,000 (2013 - $60,000), professional fees of $18,175 (2013 - $11,905) and consulting fees of $25,000 (2013 - $171,500) in fiscal 2014.
Auditor trail
Item 4.01 Changes in Registrant’s Certifying Accountant
1. Effective March 21, 2015, the Board of Directors of Asia Properties, Inc., (the “Company”) notified McGovern, Hurley, Cunningham, LLP., (“McGovern, Hurley, Cunningham”) the Company’s auditor, that it was terminating its engagement of McGovern, Hurley, Cunningham as the Company auditor.
a. The Company engaged McGovern, Hurley, Cunningham on October 30, 2014. During the period October 30, 2014 to March 21, 2015, there were no disagreements with McGovern, Hurley, Cunningham on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to McGovern, Hurley, Cunningham’s satisfaction, would have caused the auditor to make reference to the subject matter of the disagreement in connection with his report.
b. During the period from October 30, 2014 to March 21, 2015, there have been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)).
c. During the period from October 30, 2014 to March 21, 2015, McGovern, Hurley, Cunningham did not advise the Company that the internal controls necessary for the Company to develop reliable financial statements did not exist.
d. During the period from October 30, 2014 to March 21, 2015, McGovern, Hurley, Cunningham did not advise the Company that any information had come to their attention which had led them to no longer be able to rely on management’s representation, or that had made McGovern, Hurley, Cunningham, LLP unwilling to be associated with the financial statements prepared by management.
e. The reports by McGovern, Hurley, Cunningham on the Company’s financial statements that were issued during the period from October 30, 2014 to March 21, 2015 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that McGovern, Hurley, Cunningham’s reports on the Company’s financial statements issued during the period from October 30, 2014 to March 30, 2015 contained an explanatory paragraph, which noted that there was substantial doubt about the Company’s ability to continue as a going concern.
f. During the period from October 30, 2014 to March 21, 2015, McGovern, Hurley, Cunningham did not advise the Company that the scope of any audit needed to be expanded significantly or that more investigation was necessary.
g. During the period from October 30, 2014 to March 21, 2015, McGovern, Hurley, Cunningham did not advise the Company that there was any information which the accountant concluded would materially impact the fairness and reliability of either (i) a previously issued audit report or the underlying financial statements, or (ii) the financial statements issued or to be issued covering the fiscal period(s) subsequent to the date of the most recent financial statements covered by an audit report (including information that, unless resolved to the accountant’s satisfaction, would prevent it from rendering an unqualified audit report on those financial statements.
h. The Company provided McGovern, Hurley, Cunningham with a copy of this disclosure set forth under this Item 4.01 and requested McGovern, Hurley, Cunningham to furnish a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the above statements.
(b) New independent accountants
Effective March 22 2015 the Company engaged WeldAsia Associates as its new independent accountants. Prior to March 22, 2015: (i) no consultations occurred between the Company and WeldAsia Associates during the period commencing March 26, 2015 regarding either (i) the application of accounting principles to a specific completed or contemplated transaction, the type of audit opinion that might be rendered regarding the Company’s financial statements, or other information provided that was an important factor considered by the Company in reaching a decision as to an accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of disagreement as defined in Item 304(a) (1)(iv) of Regulation S-K and the related instructions or a reportable event requiring disclosure pursuant to Item 304(a)(1)(iv) of Regulation S-K.
Reverse Merger Activity
Item 1.01: Entry into a Material Definitive Agreement.
On January 19, 2015 Asia Properties, Inc. (the “Company”) reported that it had signed a Sale and Purchase Agreement between the Company and Asia Innovation Technology Limited, a Hong Kong corporation (“AITL”) and disclosed that Asia Properties had issued a total of 950 million restricted common shares of the Company in the names of the shareholders of AITL in payment of US$1.9 billion reflecting the reported value of the rights, titles and interests in the business assets and all attendant or related assets of AITL. This share issuance would constitute a change of control. (See Form 8-K filed January 19, 2015).
Previously, on January 6, 2015, Asia Properties, Inc. reported via a Form 8-K that the Company had executed the above noted Sale and Purchase Agreement to acquire 100% of the shares and assets of Asia Innovation Technology Limited, a Hong Kong corporation (“AITL”). Pursuant to the Agreement, Asia Properties, Inc. agreed to issue 950 million restricted common shares of the Company to the shareholders of AITL in payment of the US$1.9 billion reflecting the reported value of the rights, titles and interests in the business assets and all attendant or related assets of AITL. The Sale and Purchase Agreement was filed with the Form 8-K and marked as Exhibit 10.8. (See Form 8-K dated January 6, 2015).
Pursuant to the above noted Sale and Purchase Agreement, on or before January 15, 2015, AITL was to deliver to ASPZ, duly authorized, properly and fully executed documents in English, evidencing and confirming the sale of 100% of the shares of AITL and its assets specifically detailing the assets and an asset valuation by a third-party valuator.
Additionally, the Agreement stated that both Parties agreed that all shares issued, pursuant to the terms and conditions of this agreement, shall be issued as soon as practicable following the signing of this agreement, but all shares so issued SHALL BE HELD IN ESCROW and shall be deemed to be in the full control of Asia Properties, Inc. until the Closing.
As of the date of this filing, Asia Properties has not received the required third-party valuation. Therefore, the share certificates representing the shares issued in the names of the AITL shareholders remain in escrow and in the control of Asia Properties.
AITL is also required to provide the Company with audited financial statements prepared by a qualified PCAOB auditor. However, the Company has not yet received the required audited financial statements from AITL. The Company is assisting AITL and the required audit is being conducted.
Due to the delay in receiving the final required third-party valuation and the audited financial statements for AITL, the Sale and Purchase Agreement between the Company and Asia Innovation Technology Limited has not closed and a change of control has not yet been affected.
Company Rebuttal
HONG KONG, March 3, 2015 (GLOBE NEWSWIRE ) -- Asia Properties, Inc. (OTCQB:ASPZ) today announced that it has informed the Financial Industry Regulatory Authority (FINRA) and the US Securities and Exchange Commission about two unauthorized news releases, one of which was distributed via an online service called PRweb.com, the other by a similar service called digitaljournal.com. The Company has contacted PRweb.com in an attempt to determine who filed the false news release published by them. PRWeb was helpful and ASPZ was able to obtain a telephone number of the individual, but calls to that number have only been answered by a voice mail service. DigitalJournal.com is a company based in Canada. The Company left messages at the DigitalJournal office, but our calls have not yet been returned.
One of the unauthorized releases was published on Feb 13, 2015 with the title: "Fan Haoran Appoints the President after Reorganization of ASPZ "
and the other on February 18, 2015 with the title: "M&A News on ASPZ � Entering Petroleum Pipeline Engineering Industry". Neither release was authorized by the company.
Additionally, both unauthorized so-called "news" releases contain patently false or inaccurate statements. ASPZ does not provide private equity fund raising, management and investment services together with investment banking services. ASPZ does not make unfounded predications. Additionally, ASPZ management has not said and ASPZ does not predict "there will be a large-scale merger in the energy conservation and environmental protection business to promote the development of ASPZ ." Nor does ASPZ make unfounded and un-provable statements such as "ASPZ will bring in the most advanced worldwide technique. " These three claims were included in the PRWeb unauthorized release.
Further, the same PRWeb release states: "Rong Guang technologies engineering Co. Ltd. is now applying for the construction of China's largest resource recycling industrial park, with a total investment and annual profit of hundreds of billions of RMB ." Again, this statement is completely unfounded. No legitimate company would claim that their project is the "largest" in a country the size of China unless the claim was supported in writing by numerous independent and qualified agencies. It should also be noted that the Company is not predicting the profit from any subsidiary at this time while our PCAOB audit work is being carried out. The second sentence in the February 18th release on DigitalJournal states: "It is a big bomb in the national petroleum pipeline industry". ASPZ never uses such absurd hyperbole in any of its public documents. In our view, the ridiculous term "big bomb" has the exact opposite connotation than that intended by the unknown writer.
A clue to the unauthorized nature of the DigitalJournal new releases can be found in the level of English usage. For example, the headline "Fan Haoran Appoints the President after Reorganization of ASPZ", shows a distinct failure to grasp the facts or the proper English terminology. Fan Haoran did not appoint the president. He was appointed president.
New ASPZ CEO, Fan Haoran commented, "I am appalled that anyone would release such unauthorized press releases with unconfirmed, overblown and false information about our Company and I condemn such action in the strongest possible terms."
ASPZ only releases its press releases via GlobeNewswire following their approval by the CEO and review by directors, the Company's consultants and the Company's SEC attorney.
Management urges all shareholders and interested parties to contact the Company if they uncover any other unauthorized releases. All our legitimate news releases will be available on the OTCMarkets website at http://www.otcmarkets.com/stock/ASPZ/news
Lawsuit update: ASPZ filed a suit against Appinero LLC, David Laflin and James Kaufman who engaged in an illegal marketing "Pump and Dump" scheme to sell the API Stock. The Defendants published information on various social media websites concerning the value of the ASPZ Stock, and its potential for an increase in value, with the purpose of enticing members of the public to have a belief that the ASPZ Stock was about to experience an increase in value. The representations made by the Defendants were false, and were known to be false at the time, and were made with the sole purpose of causing an increase in the value of the ASPZ Stock. ASPZ "the Plaintiff" took action against this illegal activity and sued the Defendants in Nevada court in 2014. The Company has now instructed our lawyers to file a Motion for Judgment against the Defendants. We expect a decision by end of March 2015
ASPZ is current in its reporting to the Securities and Exchange Commission and trades on the OTCQB.
Comments & Business Outlook
Item 5.01 Changes in Control of Registrant
Comments & Business Outlook
ASIA PROPERTIES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013
For The Three For The Three
Operating expenses
General and administrative
$
7,854
$
9,395
Management fees
15,000
15,000
Professional fees
1,471
1,429
Consulting
25,000
171,500
Total operating expenses
49,325
197,324
Loss from operations
(49,325
)
(197,324
)
Net loss
$
(49,325
)
$
(197,324
)
Management Discussion and Analysis
Asia Properties, Inc. was originally established to seek opportunities to invest in real estate and develop resorts in South East Asia. The Company has on July 1, 2011 restructured itself into a junior mining exploration company.
At the moment, it intends to deploy Asian based capital to develop and acquire mining assets in North America and other favorable mining jurisdictions.
The Company is highly leveraged and expects to be able to capitalize on suitable possibilities when identified.
Comments & Business Outlook
ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED JUNE 30, 2014 AND 2013
For the three
For the three
Revenue
$
-
$
-
Operating expenses
General and administrative expenses
4,718
9,271
Management fees
15,000
15,000
Professional fees
7,944
868
Consulting fees
-
1,694
Total operating expenses
27,662
26,833
Loss from operations
(27,662
)
(26,833
)
Interest income
-
-
Gain on disposal of subsidiary
-
-
Gain on settlement of debt
-
-
Income taxes recovered
-
-
Write-down of property and equipment
-
-
Net comprehensive loss
$
(27,662
)
$
(26,833
)
Management Discussion and Analysis
Revenues
Our management fees remained the same at $15,000 for the three-months ended June 30, 2014 as for last year.
We incur professional fees of $7,944 during the three month ended June 30, 2014 (2013 - $868).
We did not incur consulting fees for the three month ended June 30, 2014 (2013-$1,694).
Comments & Business Outlook
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013 AND FOR THE PERIOD
Note For the For the For the
Revenue
$
-
$
-
$
(46,432
)
Operating expenses
General and administrative expenses
6,211
15,695
1,949,853
Commission expenses
-
-
42,000
Management fees
5
15,000
15,000
1,358,614
Professional fees
4,619
1,962
836,722
Consulting fees
-
-
386,261
Total operating expenses
25,830
32,657
4,573,450
Loss from operations
(25,830
)
(32,657
)
(4,619,882
)
Interest income
-
-
3,294
Gain on disposal of subsidiary
-
-
27,120
Gain on settlement of debt
-
-
178,307
Income taxes recovered
-
-
595
Write-off of investments in mining claims
-
-
(525,000
)
Write-down of property and equipment
-
-
(7,639
)
Net comprehensive loss
$
(25,830
)
$
(32,657
)
$
(4,943,205
)
Weighted average number of shares:
Basic and diluted
41,921,362
38,421,362
Net loss per share – Basic and diluted
$
(0.001
)
$
(0.001
)
Management Discussion and Analysis
Revenues
We have not generated any revenues from our operations during the three-month period ended March 31, 2014 or during last two years.
We incurred general and administrative expenses of $6,211 for the three-month period ended March 31, 2014, as compared to $15,695 for the same period in 2013, a decrease of $9,484 or 60%.
Our management fees remained the same at $15,000 for the three-months ended March 31, 2014 as for last year.
We incurred professional fees of $4,619 during either quarter.
Acquisition Activity
Item 1.01: Entry into a Material Definitive Agreement.
Asia Innovation Technology Limited. The Company is registered in the British Virgin Islands. (BVI Company Number: 1842404 ) and is a diversified Utility Company. The goal of this enterprise is to deploy capital in Asia, specifically for developing and achieving mergers and acquisitions in the reorganization of quality assets in utilities and in the environmental energy-saving industry in China due to the e growth potential of China’s energy-saving utilities market.
Comments & Business Outlook
ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012 AND FOR THE PERIOD FROM APRIL 6, 1998 (INCEPTION THROUGH MARCH 31, 2013 )
For the Three Months Ended March 31, 2013
For the Three Months Ended March 31, 2012
For the Period From April 6 1998 (Inception) Through March 31, 2013
Note
Revenue
$
(46,432
)
Operating expenses
General and administrative expenses
15,695
16,165
1,916,747
Commission expenses
42,000
Management fees
4
15,000
15,000
1,298,614
Professional fees
1,962
822,160
Consulting fees
214,761
Total operating expenses
32,657
31,165
4,294,282
Loss from operations
(32,657
)
(31,165
)
(4,340,714
)
Interest income
-
-
3,294
Gain on disposal of subsidiary
-
-
27,120
Gain on settlement of debt
-
-
178,307
Income taxes recovered
5
-
-
595
Write-down of property and equipment
-
-
(7,639
)
Net comprehensive loss
$
(32,657
)
$
(31,165
)
$
(4,139,037
)
Weighted average number of shares:
Basic and diluted
38,421,362
38,421,362
Net loss per share – Basic and diluted
$
(0.001
)
$
(0.001
)
Management Discussion and Analysis
Revenues
We have not generated any revenues from our operations during the three-month period ended March 31, 2013 or during last two years.
We incurred general and administrative expenses of $15,695 for the three-month period ended March 31, 2013, as compared to $16,165 for the same period in 2012, a decrease of $469 or 3%.
Our management fees remained the same at $15,000 for the three-months ended March 31, 2013 as for last year.
We incurred professional fees of $1,962 during either quarter.
Auditor trail
Item 4.01 Changes in Registrant’s Certifying Accountant.
1. Effective October 29, 2014, the Board of Directors of Asia Properties, Inc., (the “Company”) notified, MJF & Associates, APC, the Company’s independent registered public accounting firm that it was terminating its engagement of MJF & Associates, APC as the Company’s independent registered public accounting firm.
a. The Company engaged MJF & Associates, APC (“MJF & Associates”) on June 11, 2012. During the period June 11, 2012 to October 29, 2014, there were no disagreements with MJF & Associates on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to MJF & Associates’ satisfaction, would have caused the auditor to make reference to the subject matter of the disagreement in connection with his report.
b During the period from June 11, 2012 to October 29, 2014, there have been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)).
d. The Company provided MJF & Associates with a copy of this disclosure set forth under this Item 4.01 and requested MJF & Associates to furnish a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the above statements. A copy of the letter, dated October 29, 2014, is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Legal Insights
Item 8.01 Other Events
this matter has been set at August 3, 2015. The lawsuit filed in Clark County, Nevada alleges that the Defendants engaged in an illegal marketing scheme to sell Asia Properties Stock in what is commonly referred to as a “Pump and Dump” scheme, whereby the Defendants, and each of them, published information on various social media websites concerning the value of the Company’s Stock, and its potential with the purpose of enticing members of the public to believe that the Stock was about to experience an increase in value. Once the Defendants succeeded in orchestrating a false increase in value of the stock, they immediately sold all shares in their possession, thereby leaving the Company no other choice but to take the matter to court.
Comments & Business Outlook
ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011 AND FOR THE PERIOD
Note For the Three For the Three For the Period
Revenue
$
(46,432
)
Operating expenses
General and administrative expenses
16,165
17,957
1,848,153
Commission expenses
42,000
Management fees
4
15,000
15,000
1,238,614
Professional fees
789,469
Consulting fees
183,761
Total operating expenses
31,165
32,957
4,101,997
Loss from operations
(31,165
)
(32,957
)
(4,148,429
)
Interest income
-
-
3,294
Gain on disposal of subsidiary
-
-
27,120
Gain on settlement of debt
-
-
178,307
Income taxes recovered
5
-
-
595
Write-down of property and equipment
-
-
(7,639
)
Net comprehensive loss
$
(31,165
)
$
(32,957
)
$
(3,946,752
)
Weighted average number of shares:
Basic and diluted
38,421,362
35,371,362
Net loss per share – Basic and diluted
$
(0.0008
)
$
(0.009
)
Management Discussion and Analysis
Revenues
We have not generated any revenues from our operations during the three-month period ended March 31, 2012 or during last two years.
Expenses
Our management fees remained the same at $15,000 for the three-months ended March 31, 2012 as for last year.
We did not incur any consulting or professional fees during either quarter.
Investor Alert
Item 8.01. Other Events.
CFO Trail
On May 31, 2011, the Board of Directors of Asia Properties, Inc. appointed Gilbert Loke as its
new Chief Financial Officer . Mr. Loke replaces Daniel S. Mckinney as Chief Financial Officer. Mr. Mckinney will continue to serve as the Company’s President, Chief Executive Officer and Director.
