Piranha Ventures (OTC BB:PNHV)

ASIA TRAVEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Stated in US Dollars)

		For the Years Ended March 31,
		2016				2015
Revenue	$	566,587			$	817,680
Cost of sales		(326,750)				(513,837)
Gross profit		239,837				303,843
Operating expenses
Depreciation		(101,663)				(110,647)
General and administrative		(1,515,200)				(1,343,633)
Total expenses		(1,616,863)				(1,454,280)
Loss from operations		(1,377,026)				(1,150,437)
Other income and expenses
Exchange gain		20				1,892
Gain on disposals		176,447				-
Interest income		74				73
Interest expenses		(146,568)				(193,254)
Total other income and expenses		29,973				(191,289)
Loss before income taxes		(1,347,053)				(1,341,726)
Income tax expense		(9,731)				-
Net loss	$	(1,356,784)			$	(1,341,726)
Comprehensive loss:
Foreign currency translation adjustments		17,083				(411)
Comprehensive loss	$	(1,339,701)			$	(1,342,137)
Loss per share:
Basic and diluted	$	(0.00)			$	(0.00)
Weighted average common stock outstanding:
Basic and diluted		177,748,501				177,748,501

Item 4.01 Changes in Registrant's Certifying Accountant.

Asia Travel Corporation (the “Company”) was notified that, effective April 30, 2016, AWC (CPA) Limited (“AWC”) has merged (the “Merger”) with Dominic K.F. Chan & Co. (“DKFC”) and formed DCAW (CPA) Limited (“DCAW”), which is registered with the Public Company Accounting Oversight Board (PCAOB).

As a result of the Merger, Dominic K.F. Chan & Co. resigned as the Company’s independent registered public accounting firm on April 30, 2016. On May 3, 2016, the Company engaged DCAW (CPA) Limited as its independent registered public accounting firm. The engagement of DCAW was approved by the Company’s board of directors on May 3, 2016.

The audit reports of Dominic K.F. Chan & Co. on the financial statements of the Company as of and for the years ended March 31, 2015 and 2014did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

In connection with the audits of the Company’s financial statements for the fiscal years ended March 31, 2015 and 2014through the date of this Current Report, there were: (i) no disagreements with Dominic K.F. Chan & Co. on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Dominic K.F. Chan & Co. would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports, and (ii) no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

During the Company’s two most recent fiscal years and through May 3, 2016, neither the Company nor anyone on its behalf consulted with DCAW regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided that DCAW concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and its related instructions, or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

Dominic K.F. Chan & Co. furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not Dominic K.F. Chan & Co. agrees with the statements made therein. A copy of such letter, dated June 29, 2016, furnished by Dominic K.F. Chan &Co. is filed as Exhibit 16.1 to this Form 8-K.

 

ASIA TRAVEL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (unaudited)
	For the three months ended		For the six months ended
	September  30,	September 30,	September 30,	September 30,
	2015	2014	2015	2014
Revenue	$ 141,285	$ 144,736	$ 264,320	$ 285,867
Cost of sales	67,249	55,498	116,893	128,749
Gross margin	74,036	89,238	147,427	157,118
EXPENSES
General and administrative	934,741	197,578	1,392,526	357,678
Depreciation	27,185	27,797	54,819	55,298
Total expenses	961,926	225,375	1,447,345	412,976
OPERATING LOSS	(887,890)	(136,137)	(1,299,918)	(255,858)
OTHER INCOME AND EXPENSES
Interest income	12	21	28	37
Loan interest	(39,670)	(49,130)	(84,005)	(98,569)
Total other income and expenses	(39,658)	(49,109)	(83,977)	(98,532)
LOSS BEFORE INCOME TAXES	(927,548)	(185,246)	(1,383,895)	(354,390)
Provision for income taxes	-	-	-	-
NET LOSS	$ (927,548)	$ (185,246)	$ (1,383,895)	$ (354,390)
Comprehensive loss:
Foreign currency translation gain	11,883	5,899	12,027	6,865
Comprehensive loss	$ (915,665)	$ (179,347)	$ (1,371,868)	$ (347,525)
LOSS PER SHARE - basic and diluted	$ 0.01	$ (0.00)	$ 0.01	$ (0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES - basic and diluted	177,748,501	177,748,501	177,748,501	177,748,501

Management Discussion and Analysis

Net sales decreased by $3,451 or 2.38% to $141,285 for the three months ended September 30, 2015 from $144,736 for the three months ended September 30, 2014, and $21,547 or 7.54% to $264,320 for the six months ended September 30, 2015 from $285,867 for the six months ended September 30, 2014. Among this amount, $65,881 was generated from hotel service and $75,404 was generated from travel agency for the three months ended September 30, 2015, and $133,833 was generated from hotel service and $130,487 was generated from travel agency for the six months ended September 30, 2015. $85,065 was generated from hotel service and $59,671 was generated from travel agency for the three months ended September 30, 2014, and $146,580 was generated from hotel service and $139,287 was generated from travel agency for the six months ended September 30, 2014.

Net loss increased by $742,302 or 400.71% to $927,548 for the three months ended September 30, 2015 from $185,246 for the three months ended September 30, 2014, and $1,029,505 or 290.50% to $1,383,895 for the six months ended September 30, 2015 from $354,390 for the six months ended September 30, 2014.  Among this amount, net loss of $41,967 was generated from hotel services, net loss of $171 was generated from the travel agency for the three months ended September 30, 2015, and Corporate loss of $885,410. For the six months ended September 30, 2015, net loss of $91,659 was generated from hotel services and net loss of $2,598 from travel agency, and Corporate loss of $1,289,638. Net loss of $56,470 was generated from hotel services, and net
income of $1,276 was generated from the travel agency for the three months ended September 30, 2014, and Corporate loss of $130,052. For the six months ended September 30, 2014, net loss of $114,190 was generated from hotel services and net income of $895 from travel agency, and Corporate loss of $241,095.The increase in net loss is mainly due to an increase in operating expenses related to advertising and promotion.

ASIA TRAVEL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (unaudited)
	For the three months ended
	June 30,	June 30,
	2015	2014
Revenue	$               123,035	$             141,131
Cost of sales	49,644	73,251
Gross margin	73,391	67,880
EXPENSES
General and administrative	457,785	160,100
Depreciation	27,634	27,501
Total expenses	485,419	187,601
OPERATING LOSS	(412,028)	(119,721)
OTHER INCOME AND EXPENSES
Interest income	16	16
Loan interest	(44,335)	(49,439)
Total other income and expenses	(44,319)	(49,423)
LOSS BEFORE INCOME TAXES	(456,347)	(169,144)
Provision for income taxes	-	-
NET LOSS	$             (456,347)	$          (169,144)
Comprehensive loss:
Foreign currency translation (loss)/ gain	(144)	966
Comprehensive loss	$              (456,491)	$          (168,178)
LOSS PER SHARE - basic and diluted	$                    (0.00)	$                (0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES - basic and diluted	$         177,748,501	$     177,748,501

Management Discussion and Analysis

Net sales decreased by $18,096 or 12.82% to $123,035 for the three months ended June 30, 2015 from $141,131 for the three months ended June 30, 2014. For the three months ended June 30, 2015, $33,749 was generated from the Tengda Hotel, $34,203 was generated from the Tengfei Investment and $55,083 was generated from Tengda Travel. For the three months ended June 30, 2014, $35,370 was generated from the Tengda Hotel, $26,571 was generated from the Tengfei Investment and $79,190 was generated from Tengda Travel.

Net loss increased by $287,203 or 169.80% to $456,347 for the three months ended June 30, 2015 from $169,144 for the three months ended June 30, 2014. Among this amount, net loss of $5,125 was generated from the Tengda Hotel, net loss of $44,567 was generated from the Tengfei Investment and net loss of $2,427 from Tengda Travel for the three months ended June 30, 2015, and Corporate loss of $404,228. Net loss of $1,440 was generated from the Tengda Hotel, net loss of  $55,972 was generated from the Tengfei Investment and net loss of $689 from Tengda Travel for the three months ended June 30, 2014, and Corporate loss of $111,043. The increase in net loss is mainly due to an increase in operating expenses related to advertising and promotion.

ASIA TRAVEL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
	For the year ended
	March 31,	March 31,
	2015	2014
Revenue	$             817,680	$          455,963
Cost of sales	513,837	283,581
Gross margin	303,843	172,382
EXPENSES
General and administrative	1,343,633	312,157
Depreciation	110,647	102,698
Total expenses	1,454,280	414,855
OPERATING LOSS	(1,150,437)	(242,473)
OTHER INCOME AND EXPENSES
Exchange gain	1,892	-
Interest income	73	111
Loan interest	(193,254)	(191,770)
Total other income and expenses	(191,289)	(191,659)
LOSS BEFORE INCOME TAXES	(1,341,726)	(434,132)
Provision for income taxes	-	-
NET LOSS	$       (1,341,726)	$        (434,132)
Comprehensive loss:
Foreign currency translation (loss) gain	(411)	4,589
Comprehensive loss	$       (1,342,137)	$        (429,543)
LOSS PER SHARE - basic and diluted	$                (0.00)	$              (0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES - basic and diluted	$       177,748,501	$   136,738,036

Management Discussion and Analysis

Our main changes in results of operations are mainly derived from consolidation with our newly acquired subsidiary - Tengfei.

Net sales for the years ended March 31, 2015 and March 31, 2014 were $817,680 and $455,963, respectively. The increase in net sales is mainly due to under a promotional effect and cooperation with local travel agency.

For the year ended March 31, 2015, the Company had a net loss of $1,341,726, or $(0.00) per share, as compared to a net loss of $434,132, or $(0.00) per share, for the year of 2014. As described above, we incurred an increase in operating expenses of $907,594 mainly due to the company under establishment, increased an income cannot cover their cost amounts.

ASIA TRAVEL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (unaudited)
	For the three months ended			For the nine months ended
	December 31,	December 31,		December 31,	December 31,
	2014	2013		2014	2013
Revenue	$ 312,179	$ 97,418		$ 598,046	$ 209,876
Cost of sales	178,886	48,928		307,635	99,073
Gross margin	133,293	48,490		290,411	110,803
EXPENSES
General and administrative	595,314	63,832		952,992	250,949
Depreciation	27,871	-		83,169	-
Total expenses	623,185	63,832		1,036,161	250,949
OPERATING LOSS	(489,892)	(15,342)		(745,750)	(140,146)
OTHER INCOME AND EXPENSES
Interest income	23	9		60	81
Loan interest	(48,219)	-		(146,788)	-
Total other income and expenses	(48,196)	9		(146,728)	81
LOSS BEFORE INCOME TAXES	(538,088)	(15,333)		(892,478)	(140,065)
Provision for income taxes	-	-		-	-
NET LOSS	$ (538,088)	$ (15,333)		$ (892,478)	$ (140,065)
Comprehensive income (loss):
Foreign currency translation gain/ (loss)	8,571	(69)		1,667	(385)
Comprehensive profit / (loss)	$ (529,517)	$ (15,402)		$ (890,811)	$ (140,450)
LOSS PER SHARE - basic and diluted	$ -	$ -		$ -	$ -
WEIGHTED AVERAGE NUMBER OF COMMON SHARES - basic and diluted	177,748,501	177,748,501		177,748,501	123,316,400

Management Discussion and Analysis

Net sales increased by $214,761 or 220.45% to $312,179 for the three months ended December 31, 2014 from $97,418 for the three months ended December 31, 2013, and $388,170 or 184.95% to $598,046 for the nine months ended December 31, 2014 from $209,876 for the nine months ended December 31, 2013. Among this amount, $84,794 was generated from hotel service and $227,385 was generated from travel agency for the three months ended December 31, 2014, and $270,932 was generated from hotel service and $327,114 was generated from travel agency for the nine months ended December 31, 2014. $58,386 was generated from hotel service and $39,032 was generated from travel agency for the three months ended December 31, 2013, and $84,686 was generated from hotel service and $125,190 was generated from travel agency for the nine months ended December 31, 2013.

Net loss increased by $522,755 or 3,309.35% to $538,088 for the three months ended December 31, 2014 from $15,333 for the three months ended December 31, 2013, and $752,413 or 437.19% to $892,478 for the nine months ended December 31, 2014 from $140,065 for the nine months ended December 31, 2013. Among this amount, net loss of $114,190 was generated from hotel services, net income of $895 was generated from the travel agency for the three months ended December 31, 2014, and Corporate loss of $241,095. For the nine months ended December 31, 2014, net loss of $150,875 was generated from hotel services and net income of $1,299 from travel agency, and Corporate loss of $742,902. Net loss of $3,553 was generated from hotel services, and net income of $521 was generated from the travel agency for the three months ended December 31, 2013, and Corporate loss of $20,137. For the nine months ended December 31, 2013, net income of $7 was generated from hotel services and net income of $879 from travel agency, and Corporate loss of $140,951.The increase in net loss is mainly due to an increase in operating expenses related to professional fees.

ASIA TRAVEL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (unaudited)
	For the three months ended				For the six months ended
	September 30,	September 30,			September 30,	September 30,
	2014	2013			2014	2013
Revenue	$ 144,736	$ 47,360			$ 285,867	$ 112,458
Cost of sales	55,498	17,979			128,749	50,145
Gross margin	89,238	29,381			157,118	62,313
EXPENSES
General and administrative	197,578	57,397			357,678	187,117
Depreciation	27,797	-			55,298	-
Total expenses	225,375	57,397			412,976	187,117
OPERATING LOSS	(136,137)	(28,016)			(255,858)	(124,804)
OTHER INCOME AND EXPENSES
Interest income	21	4			37	72
Loan interest	(49,130)	-			(98,569)	-
Total other income and expenses	(49,109)	4			(98,532)	72
LOSS BEFORE INCOME TAXES	(185,246)	(28,012)			(354,390)	(124,732)
Provision for income taxes	-	-			-	-
NET LOSS	$ (185,246)	$ (28,012)			$ (354,390)	$ (124,732)
Comprehensive income (loss):
Foreign currency translation gain/ (loss)	5,899	(130)			6,865	(316)
Comprehensive loss	$ (179,347)	$ (28,142)			$ (347,525)	$ (125,048)
LOSS PER SHARE - basic and diluted	$ -	$ -			$ -	$ -
WEIGHTED AVERAGE NUMBER OF COMMON SHARES - basic and diluted	177,748,501	139,465,100			177,748,501	95,951,700

Management Discussion and Analysis

Net sales increased by $97,376 or 205.60% to $144,736 for the three months ended September 30, 2014 from $47,360 for the three months ended September 30, 2013, and $173,409 or 154.19% to $285,867 for the six months ended September 30, 2014 from $112,458 for the six months ended September 30, 2013. Among this amount, $85,065 was generated from hotel service and $59,671 was generated from travel agency for the three months ended September 30, 2014, and $146,580 was generated from hotel service and $139,287 was generated from travel agency for the six months ended September 30, 2014. $41,604 was generated from hotel service and $5,756 was generated from travel agency for the three months ended September 30, 2013, and $66,804 was generated from hotel service and $45,654 was generated from travel agency for the six months ended September 30, 2013.

Net loss increased by $157,234 or 561.31% to $185,246 for the three months ended September 30, 2014 from $28,012 for the three months ended September 30, 2013, and $229,658 or 184.12% to $354,390 for the six months ended September 30, 2014 from $124,732 for the six months ended September 30, 2013.  Among this amount, net loss of $56,470 was generated from hotel services, net income of $1,276 was generated from the travel agency for the three months ended September 30, 2014, and Corporate loss of $130,052. For the six months ended September 30, 2014, net loss of $114,190 was generated from hotel services and net income of $895 from travel agency, and Corporate loss of $241,095. Net loss of $2,911 was generated from hotel services, and net income of $798 was generated from the travel agency for the three months ended September 30, 2013, and Corporate loss of $25,899. For the six months ended September 30, 2013, net loss of $3,561 was generated from hotel services and net loss of $358 from travel agency, and Corporate loss of $120,813.The increase in net loss is mainly due to an increase in operating expenses related to professional fees.

ASIA TRAVEL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (unaudited)
	For the three months ended
	June 30,	June 30,
	2014	2013
Revenue	$                        141,131	$                      65,098
Cost of sales	73,251	32,166
Gross margin	67,880	32,932
EXPENSES
General and administrative	160,100	129,720
Depreciation	27,501	-
Total expenses	187,601	129,720
OPERATING LOSS	(119,721)	(96,788)
OTHER INCOME AND EXPENSES
Interest income	16	68
Loan interest	(49,439)	-
Total other income and expenses	(49,423)	68
LOSS BEFORE INCOME TAXES	(169,144)	(96,720)
Provision for income taxes	-	-
NET LOSS	$                      (169,144)	$                     (96,720)
Comprehensive income (loss):
Foreign currency translation gain/ (loss)	966	(186)
Comprehensive loss	$                      (168,178)	$                     (96,906)
LOSS PER SHARE - basic and diluted	$                            (0.00)	$                                 -
WEIGHTED AVERAGE NUMBER OF COMMON SHARES - basic and diluted	$                 177,748,501	$               51,960,101

Management Discussion and Analysis

Results of Operations and Business Outlook

Net sales increased by $76,033 or 116.80% to $141,131 for the three months ended June 30, 2014 from $65,098 for the three months ended June 30, 2013. For the three months ended June 30, 2014, $35,370 was generated from the Tengda Hotel, $26,571 was generated from the Tengfei Investment and $79,190 was generated from Tengda Travel. For the three months ended June 30, 2013, $25,200 was generated from the Tengda Hotel, $0 was generated from the Tengfei Investment and $39,898 was generated from Tengda Travel.

Net loss increased by $72,424 or 74.88% to $169,144 for the three months ended June 30, 2014 from $96,720 for the three months ended June 30, 2013. Among this amount, net loss of $1,449 was generated from the Tengda Hotel, net loss of $6,535 was generated from the Tengfei Investment and net loss of $694 from Tengda Travel for the three months ended June 30, 2014, and Corporate loss of $111,043. Net income of $1,156 was generated from the Tengda Travel and net loss of $650 from Tengda Hotel for the three months ended June 30, 2013. And Corporate loss of $97,294. The increase in net loss is mainly due to an increase in operating expenses related to professional fees.

ASIA TRAVEL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
	For the year ended
	March 31,		March 31,
	2014		2013
Revenue	$                        455,963		$                    121,974
Cost of sales	283,581		96,831
Gross margin	172,382		25,143
EXPENSES
General and administrative	312,157		264,246
Depreciation	102,698		-
Total expenses	414,855		264,246
OPERATING LOSS	(242,473)		(239,103)
OTHER INCOME AND EXPENSES
Interest income	111		302
Loan interest	(191,770)		-
Total other income and expenses	(191,659)		302
LOSS BEFORE INCOME TAXES	(434,132)		(238,801)
Provision for income taxes	-		(1,986)
NET LOSS	$                      (434,132)		$                   (240,787)
Comprehensive income (loss):
Foreign currency translation gain/ (loss)	4,589		(72)
Comprehensive loss	$                      (429,543)		$                   (240,859)
LOSS PER SHARE - basic and diluted	$                            (0.00)		$                         (0.01)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES - basic and diluted	$                 136,738,036		$               43,230,815
The accompanying notes to the unaudited condensed consolidated financial statements

Management Discussion and Analysis

Net sales for the years ended March 31, 2014 and March 31, 2013 were $455,963 and $121,974, respectively. The increase in net sales is mainly due to under a promotional effect and cooperation with local travel agency.

For the year ended March 31, 2014, the Company had a net loss of $434,132, or $(0.00) per share, as compared to a net loss of $240,787, or $(0.01) per share, for the year of 2013. As described above, we incurred an increase in operating expenses of $193,345 mainly due to the company under establishment, increased an income cannot cover their cost amounts.

ASIA TRAVEL CORPORATION

STATEMENTS OF OPERATIONS – Unaudited

 

		For the three months ended								For the nine months ended
		December 31,				December 31,				December 31,				December 31,
		2013				2012				2013				2012
Revenue		$	97,418			$	48,431			$	209,876			$	48,431
Cost of sales			48,928				35,162				99,073				35,162
Gross margin			48,490				13,269				110,803				13,269
EXPENSES
General and administrative		$	63,832			$	33,004			$	250,949			$	239,046
Total expenses		$	63,832			$	33,004			$	250,949			$	239,046
OPERATING LOSS		$	(15,342	)		$	(19,735	)		$	(140,146	)		$	(225,777	)
OTHER INCOME AND EXPENSE
Interest income		$	9			$	—			$	81			$	—
LOSS BEFORE INCOME TAXES		$	(15,333	)		$	(19,735	)		$	(140,065	)		$	(225 777)
Provision for income taxes		$	—			$	—			$	—			$	—
NET LOSS		$	(15,333	)		$	(19,735	)		$	(140,065	)		$	(225,777	)
COMPREHENSIVE LOSS
Foreign currency translation loss		$	(69	)		$	(3	)		$	(385	)		$	(3	)
COMPREHENSIVE LOSS		$	(15,402	)		$	(19,738	)		$	(140,450	)		$	(225,780	)
LOSS PER SHARE - basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.02	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES - basic and diluted (Note 3)			177,748,501				26,700,536				123,316,400				13,770,465

Item 2.01 Completion of Acquisition or Disposition of Assets.

As described under Item 1.01 of this Current Report, on November 22, 2012, our wholly owned Hong Kong subsidiary Realgold Venture entered into a Lease Management Agreement and started to lease manage Tengda Travel, a travel agency located in Zhuhai, Guangdong Province, China.

On November 25, 2012, our wholly owned Hong Kong subsidiary Realgold Venture entered into an Ownership Transfer Agreement and acquired the 100% ownership of Tengda Hotel, a business hotel located in Zhuhai, Guangdong Province, China. On November 29, 2012, the Bureau of Science and Technology Industry Trade and Information of Zhuhai City approved the ownership transfer of Tengda Hotel to Realgold Venture. On March 26, 2013, Guangdong Province Department of Foreign Trade and Economic Cooperation approved the transfer of ownership.

Item 1.01 Entry into a Material Definitive Agreement.

On November 22, 2012, Realgold International, Inc.’s (“Realgold”) wholly owned subsidiary Realgold Venture Pte Limited (“Realgold Venture”), a limited liability company formed under the laws of Hong Kong, entered into a Lease Management Agreement (“Lease Management Agreement”) with Zhuhai Tengfei Investment Co., Ltd. (“Tengfei Investment”), a limited liability company formed under the laws of the People’s Republic of China (“China” or “PRC”). Under the Lease Management Agreement, Tengfei Investment leased the managerial and operating rights of Zhuhai Tengda International Travel Agency Co., Ltd. (“Tengda Travel”), a wholly owned subsidiary of Tengfei Investment, to Realgold Venture. The major terms of the Lease Management Agreement are:

(1)

The term of the Lease Management Agreement is 20 years (November 20, 2012 to November 19, 2032).

(2)

The total lease fee is RMB 2,000,000 Yuan (approximately $320,760) (RMB 100,000 Yuan per year).

(3)

Realgold Venture is responsible for all the daily operations and management of Tengda Travel.

(4)

Realgold Venture is entitled to all the revenues of Tengda Travel.

(5)

Realgold Venture is responsible for all the expenses and costs of Tengda Travel.

On November 25, 2012, Realgold Venture entered into an Ownership Transfer Agreement (“Ownership Transfer Agreement’) with Tengfei Investment. Under the Ownership Transfer Agreement, Tengfei Investment transfers to Realgold Venture 100% of the ownership of Zhuhai Tengda Business Hotel Co., Ltd. (“Tengda Hotel”) for a total transfer price of RMB 400,000 Yuan (approximately $64,241).

Item 4.01 Changes in Registrant's Certifying Accountant.

 

a) On January 15, 2014, the board of directors of Asia Travel Corporation (the "Company") dismissed the engagement of Anderson Bradshaw PLLC (“Anderson Bradshaw”) as the Company's principal accountant.

 

None of the reports of Anderson Bradshaw, on the Company's financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles.

 

There were no disagreements between the Company and Anderson Bradshaw, for the two most recent fiscal years and any subsequent interim period through January 15, 2014 (date of dismissal) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Anderson Bradshaw, would have caused them to make reference to the subject matter of the disagreement in connection with its report.

 

We provided Anderson Bradshaw PLLC with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission, and requested that the firm furnish us with a letter addressed to the Securities and Exchange Commission stating whether they agree with the statements made in this Current Report on Form 8-K, and if not, stating the aspects with which they do not agree. A copy of the letter provided by Anderson Bradshaw PLLC is filed as Exhibit 16.1 to this Current Report on Form 8-K.

 

(b) On January 15, 2014, the Company engaged Dominic K. F. Chan & Co., CPA (“Dominic”) as its principal accountant to audit the Company's financial statements. During the Company's two most recent fiscal years or subsequent interim period, the Company has not consulted with the entity of Dominic regarding the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, nor did the entity of Dominic provide advice to the Company, either written or oral, that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue.

 

Further, during the Company's two most recent fiscal years or subsequent interim period, the Company has not consulted the entity of Dominic on any matter that was the subject of a disagreement or a reportable event.

On September 19, 2011, Kip Eardley (“Seller”), who is a current shareholder of Piranha Ventures, Inc (“Company”) , entered into a Stock Purchase Agreement with Tan Lung Lai (“Purchaser”), a Malaysian resident and citizen, under which Seller sold to Purchaser 991,951 shares of common stock of the Company which represented 78.10% of total issued and outstanding common stock of the Company, for a total price of $ 380,000.00 (“Total Purchase Price”). At closing of the stock purchase agreement, Seller paid $ 80,000 in closing costs and fees and paid $ 16,763.50 to pay off various liabilities and obligations of Company. Net proceeds retained by Seller were $ 283,236.50

On December 16, 2011, Realgold International, Inc (“Company”) entered a Regulation S Stock Purchase Agreement (“Agreement”) with a group of 64 non-US individual purchasers (“Purchasers”). Under the Agreement, Company will issue a total of 6,000,000 shares of common stock to Purchasers for a total price of $ 600,000 ($ 0.10 per share).