UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D. C.
20549
FORM 10-K
ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year
ended December 31, 2013
Commission file number 000-51048
ASIA PROPERTIES, INC.
(Exact name of registrant
as specified in its charter)
| Nevada |
47-0855301 |
| (State or other jurisdiction
of incorporation or organization) |
(IRS Employer Identification
No.) |
119 Commercial Street
Suite 190-115, Bellingham
Washington 98225
(Address of principal executive
offices, including zip code.)
(360) 392-2841
(Registrant’s telephone
number, including country code)
Securities registered
pursuant to Section 12(b) of the Act:
None
Securities registered pursuant
to Section 12(g) of the Act:
Common Stock, $0.001 par
value
Indicate by check mark if the Registrant is a well-known
seasoned issuer (as defined in Rule 405 of the Securities Act): YES [ ] NO [X]
Check whether the issuer is not required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act YES [ ] NO [X]
Check whether the Issuer (1)
filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. YES [ ] NO [X]
Check if no disclosure of
delinquent filers pursuant to Item 405 of Regulation S-B is contained herein, and no disclosure will be contained, to the best
of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated
filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by Checkmark whether the registrant is
a Shell Company (as defined in Rule 126-2 of the Exchange Act YES [ ] NO [X]
The aggregate market value
of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity: As of December 12, 2014, the aggregate market value of
the voting and non-voting common equity was $3,457,922
The number of shares outstanding
of each of the issuer’s classes of common equity: As of December 12, 2014, there were 42,829,362 shares of Common Stock
outstanding.
FORWARD LOOKING STATEMENT
We make forward-looking statements
in this document. Our forward-looking statements are subject to risks and uncertainties. You should note that many factors, some
of which are described in this section or discussed elsewhere in this document, could affect our company in the future and could
cause our results to differ materially from those expressed in our forward-looking statements. Forward-looking statements include
those regarding our goals, beliefs, plans or current expectations and other statements regarding matters that are not historical
facts. For example, when we use the words “believe,” “expect,” “anticipate” or similar expressions,
we are making forward-looking statements. We are not required to release publicly the results of any revisions to these forward-looking
statements we may make to reflect future events or circumstances.
This annual report on Form
10-K contains predictions, projections and other statements about the future that are intended to be forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (collectively, forward-looking statements).
Forward-looking statements involve risks and uncertainties. A number of important factors could cause actual results to differ
materially from those in the forward-looking statements. In assessing forward-looking statements contained in this annual report
on Form 10-K, readers are urged to read carefully all cautionary statements, including those contained in other sections of this
annual report on Form 10-K. Among such risks and uncertainties is the risk that the Company will not complete its proposed Business
Plan that its management is adequate to carry out its Business Plan and that there will be adequate capital. Since the Company
is a ‘penny stock’ company, the safe harbor for forward-looking statements contained in the private securities litigation
reform act, as amended, does not apply to the Company.
TABLE OF CONTENTS
PART
I
ITEM
1. BUSINESS
General
We were incorporated in Nevada
on April 6, 1998. Our principal executive offices are located at 119 N Commercial Street, Suite 190-115, Bellingham, Washington
98225. Our fiscal year end is December 31 and our shares are traded on the Pink Sheets under the symbol “ASPZ”. We
are also listed in the Mergent Manuals and News Reports. The Company has one wholly owned subsidiary, Asia Properties (HK) Limited,
registered in Hong Kong on November 7, 2007.
Industry
Asia Properties, Inc (“the
Company”) was established to seek opportunities to invest in real estate.
Our Planned Operations
We intend to acquire and seek
opportunities to invest in real estate.
Website
We currently maintain a website
at www.asiaprop.com.
Revenues
Currently we have no revenue
generating assets.
Employees
We administer our business
through consulting arrangements with our company’s officers, directors, other individuals and one full-time employee.
Consultants
During the year ended December
31, 2013, the Company spent $Nil on consultants.
Offices
We maintain two offices, one
at 119 N Commercial Street, Suite 190-115, Bellingham, Washington 98225, telephone number (360) 392-2841.
Our second office is at Two
Exchange Square, 8th Floor, 8 Connaught Place, Central, Hong Kong, a shared serviced office leased from The Executive
Centre.
ITEM 1A.
Risk Factors
1. We lack
an operating history for our current business and have losses we expect to continue into the future. There is no assurance our
future operations will be profitable. If we cannot generate sufficient revenues to operate profitably, you will lose your investment.
While we were incorporated
in 1998, we have just initiated our business operations. Therefore our current operating history cannot be used to determine our
future success or failure. Our net loss since inception is $4,917,375. Our ability to achieve and maintain profitability and positive
cash flow is dependent upon our ability to secure profitable business investments and opportunities. Based upon current plans,
we expect to incur operating losses in the immediate future because we will be incurring expenses which will exceed our revenues.
If we cannot generate a profit, we will have to suspend or cease operations and you will lose your investment.
2. We spent
all of the proceeds from our private placement to maintain our business operations. If we can’t raise additional funds,
we may be forced to curtail or cease future activities.
We have not initiated our
operations. There is no assurance we will be able to obtain additional funding when needed, or that such funding, if available,
can be obtained on terms acceptable to us. If we cannot obtain needed funds, we may be forced to curtail or cease future activities.
3. Because our operations
are all located outside of the United States, any change in the laws of the countries we operate in may adversely affect our business.
All of our operations are
in China. This exposes us to risks, such as exchange controls and currency restrictions, currency fluctuations and devaluations,
changes in local economic conditions, changes in laws and regulations, exposure to possible expropriation or other government
actions, and unsettled political conditions. These factors may have a material adverse effect on our operations or on our business,
results of operations and financial condition.
4. Our international
expansion plans subject us to risks inherent in doing business internationally.
Our long-term business strategy
relies on securing investment opportunities in China. We are faced by challenges caused by distance, language and cultural differences,
conflicting and changing laws and regulations, foreign laws, international import and export legislation, trading and investment
policies, foreign currency fluctuations, the burdens of complying with a wide variety of laws and regulations, protectionist laws
and business practices that favor local businesses in some countries, foreign tax consequences, higher costs associated with doing
business internationally, restrictions on the export or import of technology, difficulties in staffing and managing international
operations, trade and tariff restrictions, and variations in tariffs, quotas, taxes and other market barriers. These risks could
harm our business efforts, and materially and adversely affect our operating results and financial condition.
5. We face
risks associated with currency exchange rate fluctuations, any adverse fluctuation may adversely affect our operating margins.
Although we are incorporated
in the United States, the majority of our activities are transacted in the currencies of the countries we operate in. Conducting
business in currencies other than U.S. dollars subjects us to fluctuations in currency exchange rates that could have a negative
impact on our reported operating results. Fluctuations in the value of the U.S. dollar relative to other currencies impact our
revenues, cost of revenues and operating margins and result in foreign currency translation gains and losses.
6. If relations
between the United States and China change for the worse, our stock price may decrease and we may have difficulty accessing the
U.S. capital markets.
At various times during recent
years, the United States and the countries we operate in have had disagreements over political and economic issues. Any political
or trade controversies which may arise in the future between the United States and these countries could adversely affect the
market price of our common stock and our ability to access U.S. capital markets.
7. Governments of
the countries in which we operate could change their policies toward private enterprises, which could adversely affect our business.
Our business is subject to
and may be adversely affected by political and economic uncertainties and social developments in the countries we operate in.
These governments may continue to pursue these policies or may alter them from time to time to our detriment. Changes in policies,
laws and regulations, or in their interpretation or the imposition of confiscatory taxation, restrictions on currency conversion,
restrictions or prohibitions on dividend payments to stockholders, devaluations of currency or the nationalization or other expropriation
of private enterprises could have a material adverse effect on our business. Nationalization or expropriation could result in
the total loss of our investments.
8. The economic,
political and social conditions in the countries we operate in or may operate in, could affect our business.
All of our business, assets
and operations are located outside of the United States. In many respects, the economies of the other countries we operate in
differs from the economies of most developed countries, including government involvement, level of development, growth rate, control
of foreign exchange, and allocation of resources.
In particular, while the Chinese
economy has transitioned from a planned economy to a market-oriented economy and the Chinese government has implemented measures
emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the
establishment of sound corporate governance in business enterprises, a substantial portion of productive assets in China is still
owned by the government. The government continues to play a significant role in regulating industry by imposing industrial policies.
It also exercises significant control over China’s economic growth through the allocation of resources, controlling payment
of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries
or companies. Therefore, the Chinese government’s involvement in the economy could adversely affect our business operations,
results of operations and financial condition.
9. The significant
but uneven growth in the economy of China in the past 20 years could have an adverse effect on our business and results of operations.
The Chinese government has
implemented various measures from time to time to control the rate of economic growth. Some of these measures benefit the overall
economy of China, but may have a negative effect on us.
10. It may
be difficult to serve us with legal process or enforce judgments against our management or us.
All of our assets are located
outside the United States. In addition, our officers and directors are not based in the United States. As a result, it may not
be possible to effect service of process within the United States upon such persons to originate an action in the United States.
Moreover, there is uncertainty that the courts of the countries we operate in will enforce judgments of U.S. courts against us
or our directors and officers based on the civil liability provisions of the securities laws of the United States or any state,
or entertain an original action brought in the countries we operate in based upon the securities laws of the United States or
any state.
Investment risks:
11. Because
our securities are subject to penny stock rules, you may have difficulty reselling your shares.
Our shares as penny stocks
are covered by section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers
who sell the Company’s securities including the delivery of a standardized disclosure document; disclosure and confirmation
of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales
of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement
prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder’s
ability to dispose of his stock.
12. Because
we may issue additional shares of common stock in public offerings or private placements, your ownership interest in us may be
diluted.
Because in the future we may
issue shares of common stock to pay for services, to pay for equipment, or to raise money for our operations, your ownership interest
may be diluted which results in your percentage of ownership in us decreasing.
13. Because
of the ongoing US-led global economic downturn, our ability to significantly complete our business plan may not materialize.
The financial turmoil following
the Wall Street failures has made it very difficult for us to secure financing for our business ventures. This will adversely
affect our market capitalization and, therefore, the price of our shares. We plan to engage other similar projects when the viability
to finance such projects returns.
14. Because
our President and Chief Executive Office, Daniel McKinney, is our only employee at this time, any change in his status with our
Company will negatively affect both the operations of our Company as well as our ability to secure funding in the future.
Any change in our sole employee,
Daniel McKinney’s involvement with our Company may negatively affect our operations and our ability to execute our business
plan. This may affect the value of shares in our Company.
ITEM
2. DESCRIPTION OF PROPERTY
The Company acquired the Banroy
Gold Claim on 18 July, 2011, consisting of 16 claims covering an area of 677.52 hectares, being valid for two years until June
22, 2013 in La Pause Township, Quebec, Canada. The Company allowed the claims to lapse and therefore wrote off its acquisition
costs of $35,000.
On August 29, 2011, the Company
entered into a definitive agreement to acquire the 536 hectare King’s Point, North Block Mining Concession, located in Newfoundland,
Canada consisting of 53 claims. The Company elected to drop its option for the King’s Point Claim which was disclosed in
its October 10, 2013 8K filing and therefore wrote off its acquisition costs of $590,000.
ITEM
3. LEGAL PROCEEDINGS
As of the date of this report,
we know of no legal proceedings to which we are a party or to which any of our property is the subject, which are pending, threatened
or contemplated or any unsatisfied judgments against us.
ITEM
4. MINE SAFETY DISCLOSURES
N/A.
During the period covered
by this report, no matters requiring a vote were submitted to security holders by means of the solicitation of proxies.
PART
II
ITEM
5. MARKET FOR REGISTRANT COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on the Over-the-Counter
Pink Sheets under the symbol “ASPZ”.
As of December 31, 2013, we had approximately 90
shareholders on record.
Presented below is the high
and low bid information of our common stock for the periods indicated. These quotations reflect inter-dealer prices, without retail
mark-up, mark-down, or commission and may not represent actual transactions.
| Common Stock | |
|
| | |
High | |
Low |
| Fiscal Year Ending December 31, 2013 | |
| | | |
| | |
| First Quarter | |
$ | 0.03 | | |
$ | 0.01 | |
| Second Quarter | |
$ | 0.09 | | |
$ | 0.01 | |
| Third Quarter | |
$ | 0.09 | | |
$ | 0.02 | |
| Fourth Quarter | |
$ | 0.06 | | |
$ | 0.01 | |
| Fiscal Year Ending December 31, 2012 | |
| | | |
| | |
| First Quarter | |
$ | 0.09 | | |
$ | 0.07 | |
| Second Quarter | |
$ | 0.05 | | |
$ | 0.05 | |
| Third Quarter | |
$ | 0.04 | | |
$ | 0.04 | |
| Fourth Quarter | |
$ | 0.03 | | |
$ | 0.01 | |
We were given our trading
symbol “ASPZ” to trade on the NASD OTC Pink Sheets in January, 1999.
On December 31, 2013, the
last price of our common stock as reported on the OTCQB was $0.02 per share.
Dividend Policy
We have never paid cash dividends
on our capital stock and do not anticipate paying any cash dividends in the foreseeable future. We have paid stock dividends in
April 2007 comprising of one share in Hertz Controller Technologies Corporation for every two shares of Common Stock held in our
Company.
Recent Sales of Unregistered Securities
On September 26, 2013, the
company issued 3,500,000 shares valued at $175,000, based on the current market price of $0.05, to settle a debt of $3,500 and
for consulting fees of $171,500, which have been charged to the statement of comprehensive loss.
Section 15(g) of the Securities Exchange Act
of 1934
Our company’s shares
are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements
on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions
with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000
or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability
determination for the purchase and have received the purchaser’s written agreement prior to the sale. Consequently, the
Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the
secondary market.
Section 15(g) also imposes
additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one-page summary of
certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing;
terms important to in understanding of the function of the penny stock market, such as “bid” and “offer”
quotes, a dealers “spread” and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties
to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies
in causes of fraud in penny stock transactions; and, the NASD’s toll free telephone number and the central number of the
North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated
persons.
Transfer agent
Our Transfer Agent is Transfer Online, Inc., 512
SE Salmon Street, Portland, OR 97214.
ITEM 6.
SELECTED FINANCIAL DATA
Not applicable.
ITEM 7.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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.
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.
Critical Accounting Policies and Estimates
We did not generate revenues
from operations in 2013 or 2012. We have recognized losses from operations, and the foregoing discussion of our plan of operation
is based in part on our financial statements. These have been prepared in accordance with accounting principles generally accepted
in the United States of America. (“US GAAP”) The preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates. The estimates and critical accounting policies that are most important
in fully understanding and evaluating our financial statements and results of operations are discussed below.
Liquidity and Capital Resources
We are a development stage
company and management has devoted considerable effort to find profitable investment opportunities. As of the date of this report,
we have initiated operations, but have not generated any revenues. During 2011 we acquired a number of gold mining claims in Canada,
which were subsequently abandoned or expired, and will continue to look into acquiring claims in Canada and the Philippines as
opportunities arise.
We had a net loss of $810,995
(2012- $190,793) for the year ended December 31, 2013. As of December 31, 2013, we had cash of $5,475 (2012- $2,892) and total
assets of $5,475 (2012- $627,893) and total liabilities of $1,270,922 (2012- $1,257,344). Our negative working capital is $1,265,447
(2012- $1,254,452) and stockholders’ deficit was $1,265,447 (2012- $629,452).
Results of Operations
We had no revenues in 2013 or 2012.
The Company incurred general
and administrative expenses of $42,590(2012 - $69,064), management fees of $60,000 (2012 - $60,000), professional fees of $11,905
(2012 - $30,729) and consulting fees of $171,500 (2012 - $31,000) in fiscal 2013.
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.
RELATED PARTY TRANSACTIONS
During the year ended December
31, 2013, the Company accrued management fees of $60,000 (2012 - $60,000) to the Chief Executive Officer (“CEO”) and
sole director of the Company. As of December 31, 2013, the Company owed its CEO $1,172,279 (2012 - $1,037,172) for expense reimbursements
and accrued management fees, which are reflected as due to related party on the balance sheet. These advances are unsecured, non-interest
bearing and payable upon demand.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
N/A.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The full text of our annual
consolidated financial statement as of December 31, 2013 and 2012, begins on page 11 of this Annual Report on Form 10-K.
PART
II
ITEM 8.
FINANCIAL STATEMENTS.
Asia Properties, Inc.
Consolidated Financial Statements
Contents
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders of Asia Properties, Inc.
We
have audited the accompanying consolidated balance sheet of Asia Properties, Inc. (the “Company”) as of December 31,
2013, and the related consolidated statement of comprehensive loss, stockholders’ equity (deficit), and cash flows for the
year ended December 31, 2013. Asia Properties, Inc.’s management is responsible for these financial statements. Our responsibility
is to express an opinion on these financial statements based on our audits.
We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit
also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of Asia Properties, Inc. as of December 31, 2013, and the results of its operations and its cash flows for the year ended December
31, 2013, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated
financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to
the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters
are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.
| |
McGOVERN, HURLEY, CUNNINGHAM, LLP |
| |
 |
| |
Chartered Accountants |
| |
Licensed Public Accountants |
| |
|
| TORONTO, Canada |
|
| December 19, 2014 |
|
Asia Properties, Inc.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2013 AND 2012
(Stated in US Dollars)
| | |
| |
2013 | |
2012 |
| | |
Note | |
US$ | |
US$ |
| Assets | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | |
| Current | |
| | | |
| | | |
| | |
| Cash and cash equivalents | |
| | | |
$ | 5,475 | | |
$ | 2,892 | |
| Total current assets | |
| | | |
| 5,475 | | |
| 2,892 | |
| Investments in mining claims | |
| 3 | | |
| - | | |
| 625,000 | |
| | |
| | | |
| | | |
| | |
| Total assets | |
| | | |
$ | 5,475 | | |
$ | 627,892 | |
| | |
| | | |
| | | |
| | |
| Liabilities and stockholders’ deficit | |
| | | |
| | | |
| | |
| Current liabilities | |
| | | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
| | | |
$ | 34,038 | | |
$ | 131,298 | |
| Notes payable | |
| 7 | | |
| 12,500 | | |
| 16,000 | |
| Line of credit | |
| 6 | | |
| 49,340 | | |
| 49,945 | |
| Short term loan | |
| 4 | | |
| 2,765 | | |
| 22,929 | |
| Due to related party | |
| 5 | | |
| 1,172,279 | | |
| 1,037,172 | |
| | |
| | | |
| | | |
| | |
| Total current liabilities | |
| | | |
| 1,270,922 | | |
| 1,257,344 | |
| | |
| | | |
| | | |
| | |
| Commitments and contingencies | |
| 9 | | |
| | | |
| | |
| Stockholders’ deficit | |
| | | |
| | | |
| | |
| Common stock, $0.001 par value, 1,000,000,000 shares authorized (41,921,362
and 38,421,362 common shares issued and outstanding at December 31, 2013 and 2012) | |
| 8 | | |
| 15,648 | | |
| 12,148 | |
| Additional paid - in capital | |
| 8 | | |
| 3,291,280 | | |
| 3,119,780 | |
| Donated capital | |
| | | |
| 345,000 | | |
| 345,000 | |
| Deficit accumulated during the development stage | |
| | | |
| (4,917,375 | ) | |
| (4,106,380 | ) |
| Total stockholders’ deficit | |
| | | |
| (1,265,447 | ) | |
| (629,452 | ) |
| | |
| | | |
| | | |
| | |
| Total liabilities and deficit | |
| | | |
$ | 5,475 | | |
$ | 627,892 | |
See accompanying notes to the
consolidated financial statements.
Asia Properties, Inc.
(A Development Stage Company)
CONSOLIDATED STATEMENTS
OF COMPREHENSIVE LOSS
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
AND FROM INCEPTION ON APRIL 6, 1998 THROUGH
DECEMBER 31, 2013
(Stated in US Dollars)
| | |
| |
| |
| |
Cumulative |
| | |
| |
| |
| |
Total |
| | |
| |
Year Ended | |
Since |
| | |
| |
December 31, | |
Inception |
| | |
| |
2013 | |
2012 | |
|
| | |
Note | |
US$ | |
US$ | |
US$ |
| | |
| | | |
| | | |
| | | |
| | |
| Revenue | |
| | | |
$ | - | | |
$ | - | | |
$ | (46,432 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | |
| General and administrative | |
| | | |
| 42,590 | | |
| 69,064 | | |
| 1,943,642 | |
| Commissions | |
| | | |
| - | | |
| - | | |
| 42,000 | |
| Management fees | |
| 5 | | |
| 60,000 | | |
| 60,000 | | |
| 1,343,614 | |
| Professional fees | |
| | | |
| 11,905 | | |
| 30,729 | | |
| 832,103 | |
| Consulting fees | |
| 8 | | |
| 171,500 | | |
| 31,000 | | |
| 386,261 | |
| Total operating expenses | |
| | | |
| 285,995 | | |
| 190,793 | | |
| 4,547,620 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss from operations | |
| | | |
| (285,995 | ) | |
| (190,793 | ) | |
| (4,594,052 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| 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 | |
| | | |
$ | (810,995 | ) | |
$ | (190,793 | ) | |
$ | (4,917,375 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of shares: | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted | |
| | | |
| 39,341,910 | | |
| 38,421,362 | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss per share – Basic and diluted | |
| | | |
| (0.02 | ) | |
| (0.0049 | ) | |
| | |
See accompanying notes to the
consolidated financial statements.
Asia Properties, Inc.
(A Development Stage Company)
CONSOLIDATED STATEMENTS
OF STOCKHOLDERS’ EQUITY (DEFICIT)
FROM DECEMBER 31, 2004 THROUGH DECEMBER 31,
2013
| | |
| | |
| | |
Additional | | |
| | |
| | |
| |
| | |
Common Stock | | |
Paid in | | |
Donated | | |
| | |
| |
| | |
Number of | | |
Amount | | |
Capital | | |
Capital | | |
Deficit | | |
Total | |
| | |
shares | | |
$ | | |
$ | | |
$ | | |
$ | | |
$ | |
| Balance December 31, 2004 | |
| 30,076,112 | | |
| 7,519 | | |
| 1,729,509 | | |
| 270,000 | | |
| (2,064,981 | ) | |
| (57,953 | ) |
| Issued for services at $0.26 per share | |
| 160,000 | | |
| 40 | | |
| 10,360 | | |
| - | | |
| - | | |
| 10,400 | |
| Issued for services at $0.50 per share | |
| 200,000 | | |
| 50 | | |
| 24,950 | | |
| - | | |
| - | | |
| 25,000 | |
| Issued for properties at $0.50 per share | |
| 2,400,000 | | |
| 600 | | |
| 299,400 | | |
| - | | |
| - | | |
| 300,000 | |
| Issued for properties at $1.45 per share | |
| 180,000 | | |
| 45 | | |
| 159,955 | | |
| - | | |
| - | | |
| 160,000 | |
| Issued for properties at $2.55 per share | |
| 1,400,000 | | |
| 350 | | |
| 899,650 | | |
| - | | |
| - | | |
| 900,000 | |
| Issued for cash at $0.50 per share | |
| 4,200,000 | | |
| 1,050 | | |
| 523,950 | | |
| - | | |
| - | | |
| 525,000 | |
| Finders fee paid | |
| - | | |
| - | | |
| (25,000 | ) | |
| | | |
| - | | |
| (25,000 | ) |
| Donated capital | |
| - | | |
| - | | |
| - | | |
| 60,000 | | |
| - | | |
| 60,000 | |
| Net comprehensive loss for the year | |
| - | | |
| - | | |
| - | | |
| - | | |
| (247,792 | ) | |
| (247,792 | ) |
| Balance, December 31, 2005 | |
| 38,616,112 | | |
| 9,654 | | |
| 3,622,774 | | |
| 330,000 | | |
| (2,312,773 | ) | |
| 1,649,655 | |
| Option exercised for cash at $1.00 per share | |
| 160,000 | | |
| 40 | | |
| 39,960 | | |
| - | | |
| - | | |
| 40,000 | |
| Issued for cash at $1.00 | |
| 420,000 | | |
| 105 | | |
| 104,895 | | |
| - | | |
| - | | |
| 105,000 | |
| Donated capital | |
| - | | |
| - | | |
| - | | |
| 15,000 | | |
| - | | |
| 15,000 | |
| Net comprehensive loss for the year | |
| - | | |
| - | | |
| - | | |
| - | | |
| (252,278 | ) | |
| (252,278 | ) |
| Balance December 31, 2006 | |
| 39,196,112 | | |
| 9,799 | | |
| 3,767,629 | | |
| 345,000 | | |
| (2,565,051 | ) | |
| 1,557,377 | |
| Issued for cash at $1.00 | |
| 220,000 | | |
| 55 | | |
| 54,945 | | |
| - | | |
| - | | |
| 55,000 | |
| Finders fee paid | |
| 11,000 | | |
| 3 | | |
| 2,747 | | |
| - | | |
| - | | |
| 2,750 | |
| 4 for 1 split on 16 April | |
| | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Shares cancelled on 24 October 2007 | |
| (312,000 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Net comprehensive loss for the year | |
| - | | |
| - | | |
| - | | |
| - | | |
| (298,260 | ) | |
| (298,260 | ) |
| Balance December 31, 2007 | |
| 39,115,112 | | |
| 9,857 | | |
| 3,825,321 | | |
| 345,000 | | |
| (2,863,311 | ) | |
| 1,316,867 | |
| Issued for cash at $0.20 | |
| 225,000 | | |
| 225 | | |
| 44,775 | | |
| - | | |
| - | | |
| 45,000 | |
| Finders fee paid | |
| 11,250 | | |
| 11 | | |
| 2,239 | | |
| - | | |
| - | | |
| 2,250 | |
| Cancelled due to unsuccessful transfer of property rights | |
| (3,940,000 | ) | |
| (985 | ) | |
| (1,323,460 | ) | |
| - | | |
| - | | |
| (1,324,445 | ) |
| Net comprehensive loss for the year | |
| - | | |
| - | | |
| - | | |
| - | | |
| (513,977 | ) | |
| (513,977 | ) |
| Balance December 31, 2008 | |
| 35,411,362 | | |
| 9,108 | | |
| 2,548,875 | | |
| 345,000 | | |
| (3,377,288 | ) | |
| (474,305 | ) |
| Cancelled due to unsuccessful transfer of property rights | |
| (40,000 | ) | |
| (10 | ) | |
| (35,545 | ) | |
| - | | |
| - | | |
| (35,555 | ) |
| Net comprehensive loss for the year | |
| - | | |
| - | | |
| - | | |
| - | | |
| (114,528 | ) | |
| (114,528 | ) |
| Balance December 31, 2009 | |
| 35,371,362 | | |
| 9,098 | | |
| 2,513,330 | | |
| 345,000 | | |
| (3,491,816 | ) | |
| (624,388 | ) |
| Issued for services | |
| 350,000 | | |
| 350 | | |
| 52,150 | | |
| - | | |
| - | | |
| 52,500 | |
| Net comprehensive loss for the year | |
| - | | |
| - | | |
| - | | |
| - | | |
| (179,259 | ) | |
| (179,259 | ) |
| Balance December 31, 2010 | |
| 35,721,362 | | |
| 9,448 | | |
| 2,565,480 | | |
| 345,000 | | |
| (3,671,075 | ) | |
| (751,147 | ) |
| Issued for properties at $0.05 per share | |
| 500,000 | | |
| 500 | | |
| 24,500 | | |
| - | | |
| - | | |
| 25,000 | |
| Issued for properties at $0.245 per share | |
| 2,000,000 | | |
| 2,000 | | |
| 488,000 | | |
| - | | |
| - | | |
| 490,000 | |
| Issued for commission at $0.21 per share | |
| 200,000 | | |
| 200 | | |
| 41,800 | | |
| - | | |
| - | | |
| 42,000 | |
| Net comprehensive loss for the year | |
| - | | |
| - | | |
| - | | |
| - | | |
| (244,512 | ) | |
| (244,512 | ) |
| Balance December 31, 2011 | |
| 38,421,362 | | |
| 12,148 | | |
| 3,119,780 | | |
| 345,000 | | |
| (3,915,587 | ) | |
| (438,659 | ) |
| Net comprehensive loss for the year | |
| | | |
| | | |
| | | |
| | | |
| (190,793 | ) | |
| (190,793 | ) |
| Balance December 31, 2012 | |
| 38,421,362 | | |
| 12,148 | | |
| 3,119,780 | | |
| 345,000 | | |
| (4,106,380 | ) | |
| (629,452 | ) |
| Issued for debt settlement and services at $0.05 per share | |
| 3,500,000 | | |
| 3,500 | | |
| 171,500 | | |
| - | | |
| - | | |
| 175,000 | |
| Net comprehensive loss for the year | |
| - | | |
| - | | |
| - | | |
| - | | |
| (810,995 | ) | |
| (810,995 | ) |
| Balance December 31, 2013 | |
| 41,921,362 | | |
| 15,648 | | |
| 3,291,280 | | |
| 345,000 | | |
| (4,917,375 | ) | |
| (1,265,447 | ) |
See
accompanying notes to the consolidated financial statements.
ASIA PROPERTIES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS
OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
AND FROM INCEPTION ON APRIL 6, 1998 THROUGH
DECEMBER 31, 2013
(Stated in US Dollars)
| | |
For the year | | |
For the year | | |
Cumulative total | |
| | |
ended December 31, 2013 | | |
ended December 31, 2012 | | |
since inception | |
| | |
US$ | | |
US$ | | |
US$ | |
| Cash flows used in operating activities | |
| | | |
| | | |
| | |
| Net loss | |
$ | (810,995 | ) | |
$ | (190,793 | ) | |
$ | (4,917,375 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities | |
| | | |
| | | |
| | |
| Amortized property rights | |
| - | | |
| - | | |
| 97,310 | |
| Cancellation of shares issued for property rights | |
| - | | |
| - | | |
| (1,360,000 | ) |
| Deferred assets amortized | |
| - | | |
| - | | |
| 12,507 | |
| Depreciation | |
| - | | |
| - | | |
| 12,599 | |
| Donated management services | |
| - | | |
| - | | |
| 345,000 | |
| Gain on settlement of debt | |
| - | | |
| - | | |
| (178,307 | ) |
| Investment written off | |
| - | | |
| - | | |
| 20,000 | |
| Property rights written off | |
| - | | |
| - | | |
| 1,637,900 | |
| Write-off of investments in mining claims | |
| 525,000 | | |
| - | | |
| 525,000 | |
| Shares issued for investments acquired | |
| - | | |
| - | | |
| 2,500 | |
| Shares issued for services received | |
| 171,500 | | |
| - | | |
| 928,326 | |
| Additional paid-in-capital realized on shares issued | |
| - | | |
| - | | |
| 606,450 | |
| Write down of investment to net realizable value | |
| - | | |
| - | | |
| 37,400 | |
| Write down of property and equipment | |
| - | | |
| - | | |
| 7,639 | |
| Changes in operating assets and liabilities | |
| | | |
| | | |
| | |
| Increase in payables and accruals | |
| 2,135 | | |
| 8,163 | | |
| 482,348 | |
| Net cash (used) in operating activities | |
| (112,360 | ) | |
| (182,630 | ) | |
| (1,740,703 | ) |
| Cash flow used in investing activities | |
| | | |
| | | |
| | |
| Property rights acquired for resale | |
| - | | |
| - | | |
| (375,209 | ) |
| Investments in mining claims acquired | |
| - | | |
| - | | |
| (625,000 | ) |
| Increase in deferred assets | |
| - | | |
| - | | |
| (12,507 | ) |
| Purchase of property and equipment | |
| - | | |
| - | | |
| (20,238 | ) |
| Purchase of investment | |
| - | | |
| - | | |
| (20,000 | ) |
| Net cash used in investing activities | |
| - | | |
| - | | |
| (1,052,954 | ) |
| Cash flows from financing activities | |
| | | |
| | | |
| | |
| Issuance of stock | |
| - | | |
| - | | |
| 1,406,600 | |
| (Decrease) in short term loans | |
| (20,164 | ) | |
| (18,862 | ) | |
| (8,834 | ) |
| Increase in due to related parties | |
| 135,107 | | |
| 192,136 | | |
| 1,366,822 | |
| Additions to long term loan | |
| - | | |
| 8,559 | | |
| 8,559 | |
| (Payments) advances made on long term loan | |
| - | | |
| (6,486 | ) | |
| 52,985 | |
| Net cash (used in) provided by financing activities | |
| 114,943 | | |
| 175,347 | | |
| 2,826,132 | |
| | |
| | | |
| | | |
| | |
| Net increase/ (decrease) in cash | |
| 2,583 | | |
| (7,283 | ) | |
| 5,475 | |
| Cash and Cash Equivalents, beginning of year | |
| 2,892 | | |
| 10,175 | | |
| - | |
| Cash and Cash Equivalents, end of year | |
$ | 5,475 | | |
$ | 2,892 | | |
$ | 5,475 | |
| | |
| | | |
| | | |
| | |
| Cash paid for interest | |
$ | - | | |
$ | - | | |
$ | 54,665 | |
See accompanying notes to the
consolidated financial statements.
| Asia Properties, Inc. |
| Notes to the Consolidated Financial Statements |
December 31, 2013 and 2012
|
| (Stated in US Dollars) |
| 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 financial statements
have been prepared on the basis of a going concern, which contemplates the realization of assets and settlement of liabilities
in the normal course of business. The Company is in the development stage and has not yet realized profitable operations and has
relied on non-operational sources to fund operations. The Company has suffered recurring losses and additional future loses are
anticipated as the Company has not yet been able to generate revenue. In addition, as of December 31, 2013, the Company has a
working capital deficiency of $1,265,447 (2012 -$1,254,452) and an accumulated deficit of $4,917,375 (2012 -$4,106,380). 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 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 Company prepares its financial
statements using the accrual method of accounting for financial reporting purposes. Accounting policies adopted by the Company
conform to generally accepted accounting principles in the United States of America (“US GAAP”) and have been consistently
applied in the presentation of financial statements. The Company’s functional and reporting currency is the United States
dollar.
Principles of Consolidation
The consolidated financial
statements include the financial statements of the Company and its subsidiary, Asia Properties (HK) Limited. All significant inter
– company balances and transactions were eliminated on consolidation.
Use of Estimates
In preparing 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 valuation of investments in mining claims, deferred taxes and, stock based compensation.
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.
Cash and Cash Equivalents
The Company considers all
highly liquid investments purchases with original maturities of three months or less to be cash equivalents. At December 31, 2013
and 2012, the Company had $nil and $nil in cash equivalents respectively.
| Asia Properties, Inc. |
| Notes to the Consolidated Financial Statements |
December 31, 2013 and 2012 |
| (Stated in US Dollars) |
| 2. | | Summary
of Significant Accounting Policies (continued) |
Investments in Mining Claims
and Exploration Costs
Mineral claims include the
cost of obtaining unpatented and patented mining claims and the cost of acquisition of properties. Significant payments related
to the acquisition of land and mineral rights are capitalized as tangible assets. If a mineable ore body is discovered, such costs
are amortized when production begins using the units-of-production method based on proven and probable reserves. If no mineable
ore body is discovered or such rights are otherwise determined to have no value, such costs are expensed in the period in which
it is determined the property has no future economic value.
When mineral properties are
acquired under option agreements with future acquisition payments to be made at the sole discretion of the Company, those future
payments, whether in cash or shares, are recorded only when the Company has made or is obliged to make the payment or issue the
shares.
The Company expenses all costs
related to the maintenance and development of mineral interests prior to the establishment of proven and probable reserves. As
at December 31, 2013 and 2012, the Company had not established any proven or probable reserves.
Impairment of Long-lived
Assets
The Company reviews and evaluates
long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be
recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17, if events or circumstances indicate that
their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis
will be performed using the rules of ASC 930-360-35 “Asset Impairment” and 360-10 through 15-5 “Impairment or
Disposal of Long-Lived Assets”.
Asset Retirement Obligations
In accordance with ASC 410
“Asset Retirement and Environmental Obligations”, the fair values of asset retirement obligations are recorded as
liabilities on a discounted basis when incurred. The associated asset retirement costs are capitalized as part of the carrying
amount of the long-lived asset unless the asset has been previously charged to operations, in which case the amount is expensed.
Over time, the liabilities will be accreted for the change in their present value and the initial capitalized costs will be depleted
and amortized over the useful lives of the related assets.
Income Taxes
Income taxes are accounted
for under the liability method of accounting for income taxes. Under the liability method, deferred tax liabilities and assets
are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial
statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted income tax rates expected to apply when the asset is realized or the liability is settled. The effect
of a change in income tax rates on deferred tax liabilities and assets is recognized in income in the period in which the change
occurs. Deferred tax assets are recognized to the extent that they are considered more likely than not to be realized. FASB issued
ASC 740-10 “Accounting for Uncertainty in Income Taxes”. ASC 740-10 clarifies the accounting for uncertainty in income
taxes recognized in an enterprise’s financial statements in accordance with prior literature FASB Statement No. 109, Accounting
for Income Taxes. This standard requires a company to determine whether it is more likely than not that a tax position will be
sustained upon examination based upon the technical merits of the position. If the more likely than not threshold is met, a company
must measure the tax position to determine the amount to recognize in the financial statements. The implementation of this standard
had no impact on the Company’s financial statements.
| Asia Properties, Inc. |
| Notes to the Consolidated Financial Statements |
| December 31, 2013 and 2012 |
| (Stated in US Dollars) |
| 2. | | Summary
of Significant Accounting Policies (continued) |
Fair Value of Financial
Instruments
ASC 820 “Fair Value
Measurement” defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles
and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be
received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset
or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure
fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard
describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last
unobservable, that may be used to measure fair value as follows:
Level 1 – unadjusted
quoted prices in active markets for identical assets or liabilities;
Level 2 – inputs other
than quoted prices that are observable for the asset or liability or indirectly; and
Level 3 – inputs that
are not based on observable market data.
As at December 31, 2013 and
2012, the Company did not have any financial instruments measured at fair value. The Company’s financial instruments include
cash, accounts payable and accrued liabilities, notes payable, line of credit, short term loan and amount due to a related party.
The fair values of these financial instruments approximate their carrying values due to their short-term nature. Management is
of the opinion that the Company is not exposed to significant interest, credit or currency risks from these financial instruments.
Loss Per Share
Basic loss per stock is calculated
by dividing net loss by weighted average number of common stocks outstanding during the year.
Diluted loss per share is
calculated using the treasury stock method and reflects the potential dilution of securities by including warrants and stock options,
if any, in the weighted average number of common shares outstanding for a year, if dilutive. In a loss year, dilutive common shares
are excluded from the loss per share calculation as the effect would be anti-dilutive. Accordingly, for the years ended December
31, 2013 and 2012, the basic loss per share was equal to diluted loss per share as there were no dilutive securities.
Foreign Currency Translation
The functional currency of
the Company is the U.S. dollar. Certain monetary assets and liabilities of the Company denominated in Canadian dollars are remeasured
into U.S. dollars at exchange rates in effect at the balance sheet dates. Non-monetary assets and liabilities are remeasured at
historical exchange rates, unless such items are carried at market, in which case they are translated at the exchange rates in
effect on the balance sheet date. Revenues and expenses are remeasured at rates approximating the exchange rates in effect at
the time of the transaction. During the years ended December 31, 2013 and 2012, substantially all cash expenses were transacted
in U.S. dollars.
| Asia Properties, Inc. |
| Notes to the Consolidated Financial Statements |
| December 31, 2013 and 2012 |
| (Stated in US Dollars) |
| 2. | | Summary
of Significant Accounting Policies (continued) |
Share-Based Payments
The Company issues stock options
to employees and consultants in connection with various business activities. These are accounted for in accordance with the provisions
of ASC 718 “Compensation – Stock Compensation” and ASC 505 “Equity” as well as other authoritative
accounting pronouncements. The Company is required to make estimates of the fair value of the related instruments based on the
Black-Scholes option pricing model and recognize expenses over the period benefited, usually the vesting period.
Options granted to consultants
are amortized over their performance period and remeasured at their then-current fair value as of the financial reporting date
until the measurement date is reached.
The expected forfeiture rate
is estimated based on historical forfeitures and expectations of future forfeiture rates. The Company makes adjustments if the
actual forfeiture rate differs from the expected rate.
Comprehensive (Loss)
ASC 220 “Comprehensive
Income” establishes standards for reporting and display of comprehensive income, its components and accumulated balances.
The net loss is equivalent to the comprehensive loss for the periods presented.
Advertising Expenses
The Company expenses
advertising as incurred. No advertising expense was incurred during the years ended December 31, 2013 and 2012, respectively,
and no record was made in general and administrative expense in the Consolidated Statements of Comprehensive Income.
Recent Accounting Pronouncements
In July 2013, the FASB issued
an accounting update which provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating
loss carry-forward or a tax credit carry-forward exists in the same taxing jurisdiction. Per this guidance, an entity must present
the unrecognized tax benefit as a reduction to a deferred tax asset, except when the carry-forward is not available as of the
reporting date under the governing tax law to settle taxes or the entity does not intend to use the deferred tax asset for this
purpose. This amendment does not impact the recognition or measurement of uncertain tax positions or the disclosure reconciliation
of gross unrecognized tax benefits. The new accounting standards update becomes effective for the Company on January 1, 2014 and
it should be applied prospectively to unrecognized tax benefits that exist at the effective date with retrospective application
permitted. Early adoption of the update is permitted and an entity may choose to apply this amendment retrospectively to each
reporting period presented. We do not anticipate the adoption of this standard to have a material impact on the Company’s
consolidated financial statements and related disclosures.
In June 2014, the Financial
Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-10 “ASU 2014-10” to eliminate
certain financial reporting requirements for development stage entities. The amendments in ASU 2014-10 remove the incremental
financial reporting requirements from US GAAP for development stage entities, including the presentation of inception-to-date
information in the statements of income, cash flows and shareholder equity, and disclosure of the financial statements as those
of a development stage entity. Early adoption of the update is permitted and an entity may choose to apply this amendment retrospectively
to each reporting period presented. We do not anticipate the adoption of this standard to have a material impact on the Company’s
consolidated financial statements and related disclosures.
| Asia Properties, Inc. |
| Notes to the Consolidated Financial Statements |
| December 31, 2013 and 2012 |
| (Stated in US Dollars) |
| 3. | | Investments
in Mining Claims |
The Company acquired the Banroy
Gold Claim on July 18, 2011, consisting of 16 claims covering an area of 677.52 hectares, being valid for 2 years until June 22,
2013 in La Pause Township, Quebec, Canada. The Company allowed its claims to expire during the year ended December 31, 2013 and
therefore wrote off its acquisition costs of $35,000.
On August 29, 2011, the Company
entered into a definitive agreement to acquire the 1325 acre King’s Point, North Block Mining Concession, located in Newfoundland,
Canada consisting of 53 claims. The Company elected to drop its option for the King’s Point Claim during the year ended
December 31, 2013 and therefore wrote off its acquisition costs of $590,000. As at December 31, 2012, the Company had accrued
a provision for a $100,000 work commitment on this property. As a result of the election to drop its option for the King’s
Point claim, the Company reversed the provision for the $100,000 work commitment during the year ended December 31, 2013.
In February 2008, the Company
secured financing from Capital One in the amount of $100,000. The loan requires the Company to repay $1,739 on a monthly basis.
Interest is charged at the annual prime rate plus 3.25%. As of December 31, 2013, the Capital One Loan has a balance of $2,765
(2012 - $22,929). The short term loan is secured personally by the sole director and officer of the Company.
During the year ended December
31, 2013, the Company accrued management fees of $60,000 (2012 - $60,000) to the Chief Executive Officer (“CEO”) and
sole director of the Company. As of December 31, 2013, the Company owed its CEO $1,172,279 (2012 - $1,037,172) for expense reimbursements
and accrued management fees, which are reflected as due to related party on the balance sheet. These advances are unsecured, non-interest
bearing and payable upon demand.
In February 2007, the Company
was approved for a revolving credit facility at Wells Fargo for a maximum business line amount of $50,000. Interest is charged
at 12.75% annually. As at December 31, 2013, the balance amounted to $49,340 (2012 - $49,945). The line of credit is secured personally
by the sole director and officer of the Company.
The Company issued demand
promissory notes to two individuals during 2011 and 2012. The original principal of $16,000 is payable upon demand. Interest is
accrued at 2% per month. During the year ended December 31, 2013, $3,500 of the demand promissory notes were transferred to an
arm’s length party and settled by the issuance of common stock. See Note 8(a).
| Asia Properties, Inc. |
| Notes to the Consolidated Financial Statements |
| December 31, 2013 and 2012 |
| (Stated in US Dollars) |
The following table summarizes common stock issuances
for the years ended as of December 31, 2013 and 2012:
| |
|
| |
Number of
Shares | |
Common
Stock
Amount |
| |
|
| |
| |
|
| Balance as of December 31, 2011 and 2012 |
| | |
| 38,421,362 | | |
$ | 12,148 | |
Issued 3,500,000 shares for the settlement of debt and services
|
| a | |
| 3,500,000 | | |
| 3,500 | |
| Balance as of December 31, 2013 |
| | |
| 41,921,362 | | |
$ | 15,648 | |
| a) | | On
September 26, 2013, the Company issued 3,500,000 shares valued at $175,000, based on
the current market price of $0.05, to settle a debt of $3,500 (See Note 7) and for consulting
fees of $171,500, which have been charged to the consolidated statement of comprehensive
loss. |
During the year ended December 31, 2013,
there were no stock options issued and outstanding (2012 – nil).
| 9. | | Commitments
and Contingencies |
The Company has a monthly
office rental of $77 in Hong Kong.
The Company rents an office in Bellingham, Washington
which costs $100 per month on a month to month basis.
The Company computes deferred
tax assets arising from net operating loss carry forwards. These deferred tax assets are reduced by a valuation allowance to the
extent that it is deemed more likely than not that these assets will not be realized through future taxable income. At December
31, 2013 and 2012, the Company had a net operating loss carry-forward of approximately $3,885,000 expiring over various years
ranging from 2017 through 2033. As of December 31, 2013 and 2012, any available deferred tax asset arising from the Company’s
net operating loss carry forwards has been eliminated by a full valuation allowance. The loss carry forwards are subject to certain
limitations under the Internal Revenue Code including Section 382.
The provision for Federal
income tax consists of the following for the years ended December 31, 2013 and 2012:
| | |
2013 | |
2012 |
| Federal income tax benefit attributable to: | |
| | | |
| | |
| Current operations | |
$ | 97,000 | | |
$ | 65,000 | |
| Less: valuation allowance | |
| (97,000 | ) | |
| (65,000 | ) |
| Net provision for Federal income taxes | |
$ | - | | |
$ | - | |
The cumulative tax effect
at the expected rate of 34% (2012- 34%) of significant items comprising our net deferred tax amount is as follows as of December
31, 2013 and 2012:
| | |
2013 | |
2012 |
| Deferred tax asset attributable to: | |
| | | |
| | |
| Net operating loss carryover | |
$ | 1,321,000 | | |
$ | 1,224,000 | |
| Less: valuation allowance | |
| (1,321,000 | ) | |
| (1,224,000 | ) |
| Net deferred tax asset | |
$ | - | | |
$ | - | |
| Asia Properties, Inc. |
| Notes to the Consolidated Financial Statements |
| December 31, 2013 and 2012 |
| (Stated in US Dollars) |
Liquidity risk
is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s
liquidity and operating results may be adversely affected if its access to the capital market is hindered whether as a result
of a downturn in stock market conditions generally or matters specific to the Company. The Company generates cash flow primarily
from its financing activities and advances from a related party. As at December 31, 2013, the Company had cash of $5,475 (2012
- $2,892) to settle current liabilities of $1,270,922 (2012 - $1,257,344) All of the Company’s financial liabilities have
contractual maturities of less than 30 days and are subject to normal trade terms. The Company regularly evaluates its cash position
to ensure preservation and security of capital as well as liquidity.
In the normal course
of business, management considers various alternatives to ensure that the Company can meet some of its operating cash flow requirements
through financing activities, such as private placements of common stock, and offerings of debt and convertible debt instruments
as well as through merger or acquisition opportunities. Management may also consider strategic alternatives, including strategic
investments and divestitures. As future operations may be financed out of funds generated from financing activities, the ability
to do so is dependent on, among other factors, the overall state of capital markets and investor appetite for investments in a
development stage company and the Company’s securities in particular. Should the Company elect to satisfy its cash commitments
through the issuance of securities, by way of either private placement or public offering or otherwise, there can be no assurance
that the efforts to obtain such additional funding will be successful or achieved on terms favorable to the Company or its existing
shareholders. If adequate funds are not available on favorable terms, the Company may have to reduce substantially or eliminate
expenditures or obtain funds through other sources such as divestiture or monetization of certain assets.
| (b) | Concentration
of credit risk |
Financial instruments
that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. As at December 31,
2013, the Company held $5,475 (2012 - $2,892) with a major bank in the United States.
The Company principally
operates within the United States. The Company’s functional currency is the American dollar and major purchases are transacted
in American dollars. Management believes the foreign exchange risk derived from currency conversions is negligible and therefore
does not hedge its foreign exchange risk.
The Company is
exposed to interest rate fluctuations on its short term loan. At December 31, 2013, the Company had an outstanding short term
loan balance of $2,765, which bears interest annually at a rate of prime plus 3.25% (6.5% at December 31, 2013), which may expose
the Company to market risk due to changes in interest rates. For the year ended December 31, 2013, a 1% increase in prime interest
rates would increase interest expense and net loss by approximately $100. However, based on current prime interest rates and based
on historical movements in rates, the Company believes a near term change in interest rates would not have a material adverse
effect on the financial position or results of operations.
| Asia Properties, Inc. |
| Notes to the Consolidated Financial Statements |
| December 31, 2013 and 2012 |
| (Stated in US Dollars) |
On August 25, 2014, the Company issued 408,000
common shares to settle a debt of $20,400 which included promissory notes of $14,000 plus accrued interest of $6,400.
On August 27, 2014, the Company issued 500,000
common shares in lieu of services rendered.
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Parker Randall CF (H.K.) CPA
Limited was appointed our independent accountants in April 2010. On June 11, 2012, the Company engaged the services of MJF &
Associates, a Los Angeles-based auditing firm to replace Parker Randall CF (H.K.) CPA Limited. Prior to June 11, 2012, (i) no
written report or oral advice was provided to the Company by MJF & Associates concluding there was an important factor to
be 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 a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K. It should be noted that due to the failure of Parker Randall to respond to requests by MJF & Associates to conduct required
communications and a review of the prior year audit work papers, the year ended December 31, 2010 may have to be re-audited and
the cumulative figures may have to also be re-audited unless the Company obtains a waiver from the SEC.
ITEM
9A. CONTROLS AND PROCEDURES
The Company maintains disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed
to ensure that information required to be disclosed by the Company in reports it files or submits under the Securities Exchange
Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s
rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s
Chief Executive Officer/Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In
designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management
necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of the end of the period covered by this report, and under the supervision and with the participation of management, including
its Chief Executive Officer/Chief Financial Officer, who is responsible for establishing and maintaining adequate internal control
over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, such persons conducted
an evaluation of the effectiveness of the design and operation of these disclosure controls and procedures.
Based on this evaluation and
subject to the foregoing, the Company’s Chief Executive Officer/Chief Financial Officer concluded that these controls are
not effective because there is a material weakness in our internal controls over financial reporting. A material weakness is a
deficiency, or a combination of control deficiencies, in internal control over reporting such that there is a reasonable possibility
that that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected
on a timely basis.
The material weakness identified
is that all of the Company’s accounting functions, including the preparation of audit and financial statements are carried
out and reviewed by our Chief Executive Officer/Chief Financial Officer. The Company does not have a separate audit committee
at this time. The lack of accounting staff results in a lack of segregation of duties and technical accounting experience necessary
for an effective internal control system.
The Company recognizes the
importance of internal controls. As the Company is currently a development stage company with limited ongoing financial operations,
in an effort to mitigate this material weakness to the fullest extent possible, at present the Chief Executive Officer reviews
the Company’s financial information and reports for reasonableness. All unexpected results are investigated. At any time,
if it appears that any control can be implemented to continue to mitigate such weakness, it will be immediately implemented. As
the Company grows in size and as its finances allow, management will hire sufficient accounting staff and implement appropriate
procedures for monitoring and review of work performed by our financial consultant.
Management’s Annual Report on Internal
Control over Financial Reporting
Section 404 of the Sarbanes-Oxley
Act of 2002 requires that management document and test the Company’s internal control over financial reporting and include
in this Annual Report on Form 10-K a report on management’s assessment of the effectiveness of our internal control over
financial reporting.
Our management is responsible
for establishing and maintaining adequate internal control over financial reporting; as such term is defined in Rule 13a-15(f)
of the Securities Exchange Act of 1934, as amended. Under the supervision and with the participation of our management, including
our Chief Executive Officer/Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over
financial reporting based upon the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on that evaluation, our management certifies that this report is complete,
that this report complies with all relevant regulatory requirements, and that our internal control over financial reporting is
not effective, as of December 31, 2013.
This annual report does not
include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s
report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only management’s report in this annual report.
Changes in Internal
Controls
During the year ended December
31, 2013, there have not been any changes in the Company’s internal controls that have materially affected or are reasonably
likely to materially affect, the Company’s internal control over financial reporting. However, please note the discussion
above.
ITEM
9B. OTHER INFORMATION
None.
PART
III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Each of our directors serves
until his successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year
and serves until his successor is duly elected and qualified, or until he is removed from office. The board of directors has no
nominating, auditing or compensation committees.
The names, addresses, ages and positions of our
present officers and directors is as follows:
| Name and Address |
|
Age |
|
Position Held |
| |
|
|
|
|
Daniel McKinney
Two Exchange Square, 8/fl
8 Connaught Place, Central, Hong Kong |
|
52 |
|
President, Chief Executive Officer, Chief Financial Officer, Secretary and Director |
Dennis Burns
INVest Train PO Box 362, Tiffin, OH 44883 |
|
50 |
|
Investor relations |
The persons named above have
held their offices for the last 12 months and are expected to continue until the next annual meeting of our stockholders.
Background of Officers
and Directors
Daniel McKinney, President
and Chief Executive Officer
Mr. McKinney founded the Company
in April 1998. From April 1981 to September 1999, Mr. McKinney established and operated McKinney International, a Hong Kong based
company engaged in cutting gemstones and supplying world markets. From March 1982 to December 1984, he founded and operated the
Hong Kong Gem & Jewelry show. From October 1984 to July 1987, he established and operated Wynmere Ltd., Thailand, a direct
selling jewelry company with its manufacturing in Bangkok and gemstone sourcing in Hong Kong. From June 1989 to July 1997 he was
a director of Coldway Ltd., an investment banking firm. From January 1994 to Oct 1999, he was a director of Cement Services, Ltd.,
a construction company, based in Bangkok. From Sept 1999 to June 2001, he served as a nonexecutive board member of Sunflower (USA)
Ltd., a public company with a large industrial facility in China manufacturing copper pipes. From April 2004 to August 2006, he
served as a director of Savoy Resources Corp, a publicly traded mining company. From January 2006 until December 2013, he served
as a director of Sino Bioenergy Corp, a publicly traded company. Mr. McKinney studied at the Hong Kong International School and
read Chemistry and Biology at the Houston Baptist University.
Conflicts of Interest
There are no potential conflicts of interest.
Involvement in Certain Legal Proceedings
Other than as described in
this section, to our knowledge, during the past five years, no present or former director or executive officer of our company:
| 1) | filed
a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver,
fiscal agent or similar officer appointed by a court for the business or present of such
a person, or any partnership in which he was a general partner at or within two years
before the time of such filing, or any corporation or business association of which he
was an executive officer within two years before the time of such filing; |
| | | |
| 2) | was
convicted in a criminal proceeding or named subject of a pending criminal proceeding
(excluding traffic violations and other minor offenses); |
| | | |
| 3) | was
the subject of any order, judgment or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, permanently or temporarily enjoining
him from or otherwise limiting the following activities: |
| | | |
| (i) | acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity
pool operator, floor broker, leverage transaction merchant, associated person of any
of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities,
or as an affiliated person, director of any investment company, or engaging in or continuing
any conduct or practice in connection with such activity; |
| | | |
| (ii) | engaging
in any type of business practice; |
| | | |
| (iii) | engaging
in any activity in connection with the purchase or sale of any security or commodity
or in connection with any violation of federal or state securities laws or federal commodity
laws; |
| | | |
| 4) | was
the subject of any order, judgment or decree, not subsequently reversed, suspended or
vacated, of any federal or state authority barring, suspending or otherwise limiting
for more than 60 days the right of such person to engage in any activity described above
under this Item, or to be associated with persons engaged in any such activity; |
| | | |
| 5) | was
found by a court of competent jurisdiction in a civil action or by the Securities and
Exchange Commission to have violated any federal or state securities law and the judgment
in subsequently reversed, suspended or vacate; |
| | | |
| 6) | was
found by a court of competent jurisdiction in a civil action or by the Commodity Futures
Trading Commission to have violated any federal commodities law, and the judgment in
such civil action or finding by the Commodity Futures Trading Commission has not been
subsequently reversed, suspended or vacated. |
Audit Committee and Charter
We do not have a separately
designated audit committee of the board. Audit committee functions are performed by our sole director, who is not deemed independent
as he holds a position as an officer of our Company. Our audit committee is responsible for:
| (1) | Selection
and oversight of our independent accountant; |
| | | |
| (2) | Establishing
procedures for the receipt, retention and treatment of complaints regarding accounting,
internal controls and auditing matters; |
| | | |
| (3) | Establishing
procedures for the confidential, anonymous submission by our employees of concerns regarding
accounting and auditing matters; |
| | | |
| (4) | Engaging
outside advisors; and, |
| | | |
| (5) | Funding
for the outside auditory and any outside advisors engagement by the audit committee. |
Audit Committee Financial
Expert
None of our directors or officers
have the qualifications or experience to be considered a financial expert. We believe the cost related to retaining a financial
expert at this time is prohibitive. Further, because of our limited operations, we believe the services of a financial expert
are not warranted.
Section 16(a) of the Securities Exchange Act
of 1934
As of the date of this report, we are not subject
to section 16(a) of the Securities Exchange Act of 1934.
ITEM
11. EXECUTIVE COMPENSATION
The following table sets forth
the compensation paid by us for the last three fiscal years ending December 31 for each of our officers. This information includes
the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The
compensation discussed addresses all compensation awarded to, earned by, or paid or named executive officers.
| Executive Officer Compensation Table |
| | |
| |
| |
| |
| |
| |
| |
| |
| |
|
| | |
| |
| |
| |
| |
| |
Non-Equity | |
Nonqualified | |
| |
|
| Name | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Incentive | | |
| Deferred | | |
| All | | |
| | |
| And | |
| | | |
| | | |
| | | |
| Stock | | |
| Option | | |
| Plan | | |
| Compensation | | |
| Other | | |
| | |
| Principal | |
| | | |
| Salary | | |
| Bonus | | |
| Awards | | |
| Awards | | |
| Compensation | | |
| Earnings | | |
| Compensation | | |
| Total | |
| Position | |
| Year | | |
| (US$) | | |
| (US$) | | |
| (US$) | | |
| (US$) | | |
| (US$) | | |
| (US$) | | |
| (US$) | | |
| (US$) | |
| (a) | |
| (b) | | |
| I | | |
| (d) | | |
| (e) | | |
| (f) | | |
| (g) | | |
| (h) | | |
| (i) | | |
| (j) | |
| Daniel McKinney | |
| 2013 | | |
| 60,000 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 60,000 | |
| President & Chief Executive Officer | |
| 2012 | | |
| 60,000 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 60,000 | |
| | |
| 2011 | | |
| 60,000 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 60,000 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Geoff Armstrong | |
| 2011 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| Secretary | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Gilbert Loke | |
| 2011 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| Chief Financial Officer | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Compensation of Directors
There are no contractual
arrangements with any member of the board of directors. They have no director’s service contracts and are not compensated
for their services as directors. On September 30, 1998, Asia Properties, Inc. authorized a stock option plan known as the “Asia
Properties, Inc. Stock Option Plan”. Awards are not restricted to any specified form or structure and may include, without
limitation, sales or Stock and Derivative securities. The aggregate number of shares of stock which may be purchased pursuant
to the plan is 1,000,000 shares. No award holder has any rights as a stockholder prior to the date of issuance to him of a certificate
or certificates for such shares. The Board may amend, suspend or discontinue the plan anytime. The plan is intended to comply
with Rule 16b-3 promulgated by the Securities and Exchange Commission under the exchange Act and is subject to all applicable
federal and state laws, rules and regulations and to approvals by relevant government or regulatory agencies. There were no stock
options issued and outstanding as of December 31, 2013 and 2012.
| Director’s Compensation Table |
| |
| |
| |
Fees | |
| |
| |
| |
Nonqualified | |
| |
|
| |
| |
Earned or | |
| |
| |
Non-Equity | |
Deferred | |
| |
|
| |
| |
Paid in | |
Stock | |
Option | |
Incentive Plan | |
Compensation | |
All Other | |
|
| |
| |
Cash | |
Awards | |
Awards | |
Compensation | |
Earnings | |
Compensation | |
Total |
| Name |
| Year | | |
| (US$) | | |
| (US$) | | |
| (US$) | | |
| (US$) | | |
| (US$) | | |
| (US$) | | |
| (US$) | |
| (a) |
| (b) | | |
| I | | |
| (d) | | |
| (e) | | |
| (f) | | |
| (g) | | |
| (h) | | |
| (i) | |
| Daniel McKinney |
| 2013 | | |
| 60,000 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 60,000 | |
| |
| 2012 | | |
| 60,000 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 60,000 | |
| |
| 2011 | | |
| 60,000 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 60,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Geoff Armstrong |
| 2011 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
Indemnification
Under our Articles of Incorporation
and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit,
because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance
expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding
as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. With
respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding,
and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent
permitted by the laws of the State of Nevada. Regarding indemnification for liabilities arising under the Securities Act
of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities
and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth,
as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what
their ownership will be assuming completion of the sale of all shares in our public offering. The stockholder listed below has
direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.
| | |
As of December 31, 2013 |
|
| Name and Address of Beneficial Owner | |
| Shares(1) | | |
| Percent | |
| | |
| | | |
| | |
| Named Executive Officers and Directors | |
| | | |
| | |
| | |
| | | |
| | |
Daniel Mckinney
Two Exchange Square, 8/fl
8 Connaught Place, Central, Hong
Kong | |
| 255,278 | | |
| 0.6 | % |
| | |
| | | |
| | |
| Directors and Executive Officers as a Group (Two Persons) | |
| | | |
| | |
| Beneficial Owners of in Excess of 5% (other than Named
Executive Officers and Directors) | |
| 255,278 | | |
| 0.6 | % |
| | |
| | | |
| | |
Cede & Co
55 Water Street
FRNT 3
NY10041 | |
| 13,194,765 | | |
| 31.5 | % |
| | |
| | | |
| | |
Indian Ocean Management Limited
Cyber Tower, Ebene Reduit
Mauritius | |
| 3,200,000 | | |
| 7.6 | % |
| | |
| | | |
| | |
Mastermind Group
Limited 9374
Sc 7th Avenue Road Ocala, FL 34480, USA | |
| 2,750,000 | | |
| 6.6 | % |
| | |
| | | |
| | |
CS Harborne
c/o Dieterich and Associates
11300 W Olympic Boulevard, Los Angeles | |
| 3,409,984 | | |
| 8.1 | % |
| | |
| | | |
| | |
Lim Ah Swee
TWO IFC, 39th floor, 8 Finance Street
Hong Kong | |
| 2,800,000 | | |
| 6.7 | % |
| | |
| | | |
| | |
Wong Kin Wang
c/o 188 Connaught Road 18/fl, Central
Hong Kong | |
| 2,400,000 | | |
| 5.7 | % |
[1] The persons named above
may be deemed to be a “parent” and “promoter” of our company, within the meaning of such terms under the
Securities Act of 1933, as amended, by virtue of his/its direct and indirect stock holdings.
Changes in Control
There are no arrangements or known persons who
may result in a change of control of Asia Properties, Inc.
ITEM 13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, and DIRECTOR INDEPENDENCE
During the year ended December 31, 2013, the Company
accrued a total of $60,000 as salary to the Company’s CEO. As of December 31, 2013 the Company owed the CEO $1,172,279 for
expense reimbursements and unpaid salary.
ITEM 14. PRINCIPAL
ACCOUNTING FEES AND SERVICES
(1) Audit Fees
The aggregate fees for
each of the last two years for professional services rendered by the principal accountant for our audits of annual financial statements
and reviews of financial statements included in our Form 10-K and Form 10-Q’s or services that are normally provided by
the accountant in connection with statutory and regulatory filings or engagements for those years was:
| 2013 | | |
$ | 6,000 | | |
McGovern, Hurley, Cunningham, LLP |
| 2012 | | |
$ | 5,000 | | |
MJF & Associates, APC |
(2) Audit-Related Fees
The aggregate fees for
each of the last two years for assurance and related services rendered by the principal accountants that are reasonably related
to the performance of the audits or reviews of our financial statements and are not reported in the preceding paragraph:
| 2013 | | |
$ | 0 | | |
McGovern, Hurley, Cunningham, LLP |
| 2012 | | |
$ | 0 | | |
MJF & Associates, APC |
(3) Tax Fees
The aggregate fees for each of the last two years
for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:
| 2013 | | |
$ | 0 | | |
McGovern, Hurley, Cunningham, LLP |
| 2012 | | |
$ | 0 | | |
MJF & Associates, APC |
(4) All Other Fees
The aggregate fees for each of the last two years
for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and
(3) was:
| 2013 | | |
$ | 0 | | |
McGovern, Hurley, Cunningham, LLP |
| 2012 | | |
$ | 0 | | |
MJF & Associates, APC |
(5) The percentage of hours expended on the principal
accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed
by persons other than the principal accountant’s full time, permanent employees was 0%.
PART
IV
ITEM 15. EXHIBITS,
FINANCIAL STATEMENTS, SCHEDULES and Reports on form 8-K
No reports on Form 8-K have been filed during the
period of this Form 10-K.
| Exhibit No. |
|
Document Description |
| |
|
|
| 3.1 |
|
Articles of Incorporation(1) |
| |
|
|
| 3.2 |
|
Bylaws(1) |
| |
|
|
| 4.1 |
|
Specimen Stock Certificate(1) |
| |
|
|
| 31.1 |
|
Certification of Principal Executive Officer pursuant to Rule
13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended. |
| |
|
|
| 31.2 |
|
Certification of Principal Financial Officer pursuant to Rule
13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended. |
| |
|
|
| 32.1 |
|
Certification pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| |
|
|
| 101.INS |
|
XBRL Instance Document* |
| 101.SCH |
|
XBRL Taxonomy Extension Schema Document* |
| 101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase Document* |
| 101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase Document* |
| 101.LAB |
|
XBRL Taxonomy Extension Label Linkbase Document* |
| 101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document* |
(1) Incorporated by reference. Filed pursuant to
Form 10-SB Registration Statement filed November 26, 2004.
* Filed herewith
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange
Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ASIA PROPERTIES, INC.
| By: |
/s/ Daniel McKinney |
|
| |
Daniel McKinney |
|
| |
President and Chief Executive Officer |
|
Date: January 5, 2015
Exhibit 31.1
CERTIFICATION
I, Daniel
McKinney, certify that;
(1)
I have reviewed this Report on Form 10-K for the year ended December 31, 2013 of Asia Properties, Inc.;
(2)
Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
(3)
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
(4)
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
(c)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
(5)
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control
over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors
(or persons performing the equivalent functions):
(a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
(b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: January 5, 2015
| /s/ Daniel McKinney |
|
| Daniel McKinney |
|
| President and Chief Executive Officer |
|
| (Principal Executive Officer, Principal Financial and Accounting Officer) |
Exhibit 31.2
CERTIFICATION
I, Daniel McKinney, the President,
and Chief Executive Officer, Principal Executive, Financial and Accounting Officer of Asia Properties, Inc., certify that;
(1) I have reviewed this report
on Form 10-K for the year ended December 31, 2013 of Asia Properties, Inc.;
(2) Based on my knowledge,
this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this Report;
(3) Based on my knowledge,
the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
(4) The registrant’s
other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) designed such disclosure
controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
(b) evaluated the effectiveness
of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c) disclosed in this report
any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5) The registrant’s
other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting,
to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the
equivalent functions):
(a) all significant deficiencies
and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or
not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: January 5, 2015
| /s/ Daniel McKinney |
|
| Daniel McKinney |
|
| President and Chief Executive Officer, |
|
| Principal Executive, Financial and Accounting Officer |
|
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE
OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION
1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
The undersigned, Daniel McKinney,
the President and Chief Executive Officer, Principal Executive, Financial and Accounting Officer of Asia Properties, Inc. hereby
certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to
his knowledge, the Annual Report on Form 10-K of Asia Properties, Inc., for the year ended December 31, 2013, fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained
in the Annual Report on Form 10-K fairly presents in all material respects the financial condition and results of operations of
Asia Properties, Inc.
Date: January 5, 2015
| /s/ Daniel McKinney |
|
| Daniel McKinney |
|
| President and Chief Executive Officer |
|
| (Principal Executive, Financial and Accounting Officer) |
|
A signed original of this
written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature
that appear in typed form within the electronic version of this written statement required by Section 906, has been provided to
Asia Properties, Inc. and will be retained by Asia Properties, Inc. and furnished to the Securities and Exchange Commission or
its staff upon request.
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