ASPZ Asia Properties Inc (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2012
	OR
[  ]	TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

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 WA		98225
(Address of principal executive offices)		(Zip Code)

 

(360) 392-2841

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [X] No [  ]

 

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 filed,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [  ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes [  ] No [X]

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of June 20, 2014, the issuer had 41,921,362 shares of common stock outstanding.

 

 

 

ASIA PROPERTIES, INC.

 

Quarterly Report on Form 10-Q

For the Quarterly Period Ended September 30, 2012

 

FORWARD-LOOKING STATEMENTS

 

This Form 10-Q for the quarterly period ended September 30, 2012 contains forward-looking statements that involve risks and uncertainties. Forward-looking statements in this document include, among others, statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve assumptions, risks and uncertainties regarding, among others, the success of our business plan, availability of funds, government regulations, operating costs, our ability to achieve significant revenues, our business model and products and other factors. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. In evaluating these statements, you should consider various factors, including the assumptions, risks and uncertainties set forth in reports and other documents we have filed with or furnished to the SEC. These factors or any of them may cause our actual results to differ materially from any forward-looking statement made in this document. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding future events, our actual results will likely vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. The forward-looking statements in this document are made as of the date of this document and we do not intend or undertake to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States.

 

 

TABLE OF CONTENTS

 

FORM 10-Q

 

QUARTER ENDED SEPTEMBER 30, 2012

 

			Page
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (Unaudited)			F-1
	Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011		F-1
	Consolidated Statements of Comprehensive Loss for the three and nine month periods ended September 30, 2012 and 2011 and for the period from inception through September 30, 2012		F-2
	Consolidated Statements of Stockholders’ Deficit for the period from December 31, 2004 through September 30, 2012		F-4
	Consolidated Statements of Cash Flows for the three and nine month periods ended September 30, 2012 and 2011 and for the period from April 6, 1998 (Inception) through September 30, 2012		F-5
	Selected notes to unaudited consolidated financial statements		F-7 - F-8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			4
Item 3. Quantitative and Qualitative Disclosures About Market Risk			5
Item 4. Controls and Procedures			5
PART II - OTHER INFORMATION
Item 1. Legal Proceedings			6
Item 2. Unregistered Sales of Equity Securities and Proceeds			6
Item 3. Default upon Senior securities			6
Item 4. Submission of Matters to a Vote of Security Holders.			6
Item 5. Other Information.			6
Item 6. Exhibits			6

 

 

PART I

 FINANCIAL INFORMATION

 

ITEM 1: CONSOLIDATED FINANCIAL STATEMENTS

 

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2012 AND DECEMBER 31, 2011

 

		(Unaudited) September 30, 2012				December 31, 2011
Assets
Current
Cash		$	170			$	10,175
Total Current Assets			170				10,175
Investments in mining claims			625,000				625,000
Total Assets		$	625,170			$	635,175
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued liabilities			133,354				129,135
Line of Credit			49,906				47,872
Short Term Loans			26,143				41,791
Due to Related Party			960,475				855,036
Total Current liabilities		$	1,169,878			$	1,073,834
Stockholders’ Deficit
Common stock, $0.001 par value, 200,000,000 shares 38,421,362 issued and outstanding			12,148				12,148
Additional paid in capital			3,119,780				3,119,780
Donated Capital			345,000				345,000
Deficit accumulated during the development stage			(4,021,636	)			(3,915,587	)
			(544,708	)			(438,659	)
Total Liabilities and Stockholders’ Deficit		$	625,170			$	635,175

 

See accompanying notes to the consolidated financial statements.

 

 

ASIA PROPERTIES, INC.
(A DEVELOPMENT STAGE COMPANY)

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

 

		For The Three Months Ended September 30, 2012				For The Three Months Ended September 30, 2011
Operating expenses
General and administrative		$	20,562			$	32,814
Management fees			15,000				15,000
Professional fees			12,338				-
Consulting			1,261				9,836
Total operating expenses			49,161				57,650
Loss from operations			(49,161	)			(57,650	)
Net loss		$	(49,161	)		$	(57,650	)

 

See accompanying notes to the consolidated financial statements.

 

 

ASIA PROPERTIES, INC.

(A DEVELOPMENT STAGE COMPANY)

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
AND FROM INCEPTION ON APRIL 6, 1998 THROUGH SEPTEMBER 30, 2012

 

		Note		For the Nine Months Ended September 30, 2012				For the Nine Months Ended September 30, 2011				Cumulative for The Period from April 6, 1998 (Inception) Through September 30, 2012
Revenue				$	-			$	-			$	(46,432	)
Operating expenses
General and administrative expenses					47,153				65,393				1,879,141
Commissions													42,000
Management fees					45,000				45,000				1,268,614
Professional fees					12,635								802,104
Consulting fees					1,261				9,836				185,022
Total operating expenses					106,049				120,229				4,176,881
Loss from operations					(106,049	)			(120,229	)			(4,223,313	)
Interest income													3,294
Gain on disposal of subsidiary													27,120
Gain on settlement of debt													178,307
Income taxes recovered													595
Write-down of property and equipment													(7,639	)
Net comprehensive loss				$	(106,049	)		$	(120,229	)		$	(4,021,636	)
Weighted average number of shares:
Basic and diluted					38,421,362				36,083,999
Net loss per share – Basic and diluted					(0.0028	)			(0.003	)

 

See accompanying notes to the consolidated financial statements.

 

 

ASIA PROPERTIES, INC.

(A DEVELOPMENT STAGE COMPANY)

UNAUDITED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FROM DECEMBER 31, 2004 THROUGH SEPTEMBER 30, 2012

 

		Common Stock								Additional 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			40,000				40				10,360				-				-				10,400
Issued for services at $0.50 per share			160,000				50				24,950				-				-				25,000
Issued for properties at $0.50 per share			200,000				600				299,400				-				-				300,000
Issued for properties at $1.45 per share			2,400,000				45				159,955				-				-				160,000
Issued for properties at $2.55 per share			180,000				350				899,650				-				-				900,000
Issued for cash at $0.50 per share			1,400,000				1,050				523,950				-				-				525,000
Finders fee paid			4,200,000				-				(25,000	)							-				(25,000	)
Donated capital			-				-				-				60,000				-				60,000
Net 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 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							-				-				-				-				-
Net 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 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 loss for the period			-				-				-				-				(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 loss for the period			-				-				-				-				(179,258	)			(179,258	)
Balance December 31, 2010			35,721,362				9,448				2,565,480				345,000				(3,671,074	)			(751,146	)
Net loss for the period			-				-				-				-				(32,957	)			(32,957	)
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 loss for the quarter																			(31,165	)			(31,165	)
Balance March 31, 2012			38,421,362				12,148				3,119,780				345,000				(3,946,752	)			(469,224	)
Net loss for the quarter																			(25,723	)			(25,723	)
Balance June 30,2012			38,421,362				12,148				3,119,780				345,000				(3,972,475	)			(494,348	)
Net loss for the period																			(49,161	)			(49,161	)
Balance September 30, 2012			38,421,362				12,148				3,119,780				345,000				(4,021,636	)			(544,708	)

 

See accompanying notes to the consolidated financial statements.

 

 

ASIA PROPERTIES, INC.

(A DEVELOPMENT STAGE COMPANY)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOW

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

 

		For The Three Months Ended September 30, 2012				For The Three Months Ended September 30, 2011
Cash flows used in operating activities
Net loss		$	(49,161	)		$	(57,650	)
Adjustments to reconcile net loss to net cash used in operating activities
Amortized property rights
Cancellation of shares issued for property rights
Deferred assets amortized
Depreciation							-
Donated management services
Gain on settlement of debt
Gain on disposal of subsidiary
Investments in mining claims acquired
Investment written off
Property rights written off
Shares issued for investments acquired
Shares issued for services received
Additional paid-in-capital realized on shares issued
Write down of investment to net realizable value
Write down of property and equipment
Changes in operating assets and liabilities
Increase/ (decrease) in short term loans			(5,216	)			(4,299	)
Increase/ (decrease) in due to related parties			58,407				51,074
(Decrease) Increase in accounts payable and accrued liabilities			(4,944	)			117,550
Net cash used in operating activities		$	(914	)		$	106,675
Cash flow used in investing activities
Property rights acquired for resale
Increase in deferred assets
Cash flow used in investing activities (Continued)
Purchase of property and equipment
Purchase of investment							(625,000	)
Net cash used in investing activities		$	-			$	(625,000	)
Cash flows from financing activities
Issuance of stock							515,000
Wells Fargo Business Line			1,824
Payments made on long term loan			(1,780	)			(18	)
Advances from related party			-				-
Net cash provided by (used in) financing activities		$	44			$	514,982
Net increase/ (decrease) in cash		$	(870	)		$	(3,343	)
Cash, beginning of period		$	1,040			$	3,518
Cash, end of period		$	170			$	175

 

See accompanying notes to the consolidated financial statements.

 

 

ASIA PROPERTIES, INC.

(A DEVELOPMENT STAGE COMPANY)

UNAUDITED STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

AND FROM INCEPTION ON APRIL 6, 1998 THROUGH SEPTEMBER 30, 2012

 

		For The Nine Months Ended September 30, 2012				For The Nine Months Ended September 30, 2011				Cumulative For The Period From April 6, 1998 (Inception) Through September 30, 2012
Cash flows used in operating activities
Net loss		$	(106,049	)		$	(120,229	)		$	(4,021,636	)
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	)
Gain on disposal of subsidiary											-
Investments in mining claims acquired											(652,000	)
Investment written off											20,000
Property rights written off											1,637,900
Shares issued for investments acquired											2,500
Shares issued for services received											756,826
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/ (decrease) in short term loans			(15,648	)			(12,782	)			14,544
Increase/ (decrease) in due to related parties			106,367				145,964				1,145,018
Increase in accounts payable and accrued liabilities			(4,219	)			96,902				476,268
Net cash used in operating activities		$	(11,111	)		$	109,855			$	(1,039,982	)
Cash flow used in investing activities
Property rights acquired for resale											(375,209	)
Increase in deferred assets											(12,507	)
Purchase of property and equipment											(20,238	)
Purchase of investment							(625,000	)			(20,000	)
Net cash used in investing activities		$	-			$	(625,000	)		$	(427,954	)
Cash flows from financing activities
Issuance of stock							515,000				1,406,600
Wells Fargo Business Line			4,931								4,931
Payments made on long term loan			(3,825	)			(22	)			56,575
Net cash provided by (used in) financing activities		$	1,106			$	514,978			$	1,468,106
Net increase/ (decrease) in cash		$	(10,005	)		$	(167	)		$	170
Cash, beginning of period		$	10,175			$	342
Cash, end of period		$	170			$	175			$	170

 

See accompanying notes to the financial statements.

 

 

Asia Properties, Inc.

(A Development Stage Company)

Notes to the Financial Statements

September 30, 2012

 

1.	Basis of Presentation

 

The accompanying unaudited interim financial statements of Asia Properties, Inc., have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Asia Properties’ Annual Report filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2011 as reported in the Form 10-KSB have been omitted.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Asia Properties, Inc. (the “Company”) and its 100% owned subsidiary, Asia Properties (HK) Limited that was registered in Hong Kong on November 7, 2007, after elimination of all significant inter-company accounts and transactions.

 

2.	Going Concern

  

Planned principal activities have begun but Asia Properties has not generated significant revenues to date. The company had a net loss of $106,049 for the nine months ended September 30, 2012 and had a negative working capital of ($1,169,708) and stockholders’ deficit of $544,708 at September 30, 2012. These matters raise substantial doubt about Asia Properties’ ability to continue as a going concern. Continuation of Asia Properties’ existence depends upon its ability to obtain additional capital. Management’s plans in regards to this matter include receiving continued financial support from directors and raising additional equity financing in 2012. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

3.	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.

 

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.

 

4.	Related Party Transactions

  

For the three months ended September 30, 2012, the Company accrued $15,000 in management fees to its president and CEO. For the nine months ended September 30, 2012, the Company accrued $45,000 in management fees to its president and CEO. As of September 30, 2012, Asia Properties owed its CEO $960,475 (2011 - $845,036) in expense reimbursements, management fees and a note payable in the amount of $10,000 bearing interest at 2% per month.

 

5.	Short-term Loan

  

The Company borrowed from Capital One $50,000 in February 2008. Required monthly payments are $1,739. As at September 30, 2012, the loan balance owed to Capital One was $26,143 (2011 - $41,791).

 

 

6.	Line of Credit

  

The Company has a revolving business line of credit payable to Wells Fargo Bank. As at September 30, 2012 and 2011, $49,906 and $47,872 was due to Wells Fargo Bank.

 

7.	Commitments

  

The Company is committed to pay $100,000 towards mining exploration during the tenure of the King’s Point mining claim option as consideration for the acquisition of mining claims in Canada. The option for this claim was terminated September 26, 2013

 

The Company rents an office in Bellingham Washington and an office in Hong Kong each costs $100 per month for rental.

 

On December 30, 2011, included in Due to Related Party is a promissory note for a total of $10,000 bearing an interest rate of 2% per month.

  

8.	Subsequent Events

 

The Company dropped its option for the King’s Point Claim in October 2013.

 

The Company renewed its Banroy Claims in June 2013 for an additional two years, until June 2015. In order to complete the extension process, the Company is required to have its work program report verified and approved by a Quebec listed geologist. The Company is currently seeking such a geologist. It should be noted that there is no assurance that the extension to the claims the company owns will be successfully developed. In addition, the claims are subject to extensions being granted by the local government where the claims reside, there is no assurances that those extensions being the original agreed upon term will be extended. However, management is not aware of anything preventing such extensions from being granted

  

9.	Comparative Figures

 

Prior year comparatives have been reclassified to conform to current year presentation.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

 

Asia Properties, Inc. was originally established to seek opportunities to invest in real estate and develop resorts in South East Asia. The Company has on July 1, 2011 restructured itself into a junior mining exploration company.

 

At the moment, it intends to deploy Asian based capital to develop and acquire mining assets in North America and other favorable mining jurisdictions.

 

The Company is highly leveraged and expects to be able to capitalize on suitable possibilities when identified.

 

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 have no revenue generating assets. 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.

 

We will require additional financing to cover our costs that we expect to incur over the next twelve months. We believe debt financing will not be an alternative for funding our operations as we do not have tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we cannot provide any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operations. In the absence of such financing, we will not be able to continue and our business plan will fail.

 

Results of Operations

 

Revenues

 

We have not generated any revenues from our operations during the nine-month period ended September 30, 2012 or during last two years.

 

Expenses

 

During the three month period ended September 30, 2012, the Company incurred general and administrative expenses of $20,562 (2011 - $32,814), management fees of $15,000 (2011 - $15,000), professional fees of $12,338 (2011 – nil), and consulting fees of $1,261 (2011 - $9.836).

 

We incurred general and administrative expenses of $47,153 for the nine-month period ended September 30, 2012, as compared to $65,393 for the same period in 2011, a decrease of $18,240 or 28%.

 

Our management fees remained the same at $45,000 for the nine-months ended September 30, 2012 and 2011.

 

We incur consulting fees of $1,261 (2011- $9.836) and professional fees of $12,635 (2011 – nil) during the nine month period ended September 30, 2012.

 

Liquidity and Capital Resources

 

As at September 30, 2012, the Company had cash and cash equivalents of $170 (2011 - $10,175).

 

Cash Used in Operating Activities

 

Net cash used in operating activities in the three months ended September 30, 2012 was $914 (2011 - $106,675, cash inflow due to related party advances). Net cash used in operating activities in the nine-month period ended September 30, 2012 was $11,111 (2011 - $109,855 cash inflow due to related party advances).

 

Cash Used in Investing Activities

 

No funds were used in investing activities for the three month period ended September 30, 2012 (2011 - $625,000). Again, no funds were used in investing activities for the nine month period ended September 30, 2012 (2011 - $625,000).

 

Cash from Financing Activities

 

For the three month period ended September 30, 2012, the Company received $47 (2011 - $514,982) in financing activities. In the nine month period ended September 30, 2012, the Company received $2.035 (2011 - $660,942) in financing activities. We have funded our business to date primarily from sales of our common stock but did not issue any common stock during the nine month period ended September 30, 2012. There is no assurance that we will be able to achieve further sales of our common stock or any other form of additional financing.

 

 

Going Concern

 

We are a development stage company. A development stage company’s management devotes most of its activities to developing a market for its products and services. Planned principal activities have begun, but we have not generated revenues to date.

 

Future Financing

 

We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned operations.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

We maintain 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 us in reports we file or submit 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 management, including the our Chief Executive Officer (as our chief executive officer and chief financial officer), 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 our Chief Executive 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, our Chief Executive Officer concluded that these controls are not effective because there are material weaknesses 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 our annual or interim financial statements will not be prevented or detected on a timely basis.

 

Changes in Internal Control Over Financial Reporting

 

During the period covered by this report, there have not been any changes in the our internal controls that have materially affected or are reasonably likely to materially affect, the our internal control over financial reporting. However, please note the discussion above.

 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We are not presently a party to any legal proceedings and, to our knowledge, no such proceedings are threatened or pending.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

No stock was sold for valuable consideration during the nine months ended September 30, 2012.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Submission of Matters to a Vote of Security Holders.

 

No matters were submitted to our security holders for a vote during the nine months ended September 30, 2012.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

The following exhibits are attached hereto:

 

Exhibit No.		Description of Exhibit
10.7		Claim Acquisition Agreement between Asia Properties, Inc. and Banroy Resources dated July 18, 2011
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, filed herewith
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith
99.1		Official Claims Certificate No. 87311 issued by the Province of Quebec, Canada dated September 22, 2100
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

 

* Filed herewith

 

 

SIGNATURES

 

In accordance with the requirements 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
	Chief Executive Officer
	/s/ Daniel Mckinney
	Daniel Mckinney
	Chief Financial Officer

 

Date: August 25, 2014

 

  

 

Exhibit 31.1

 

CERTIFICATION

 

I, Daniel Mckinney, Chief Executive Officer, certify that:

 

(1)	I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2012 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 officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(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)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

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

 

(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

(5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

(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: August 25, 2014
/s/ Daniel Mckinney
Daniel Mckinney
Chief Executive Officer (Principal Executive Officer

 

 

 

Exhibit 31.2

 

CERTIFICATION

 

I, Daniel Mckinney, Chief Financial Officer, certify that:

 

(1)	I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2012 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 officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(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)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

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

 

(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

(5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

(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: August 25, 2014
/s/ Daniel Mckinney
Daniel Mckinney
Chief Financial Officer

 

 

 

Exhibit 32.1

 

CERTIFICATION 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 Chief Executive 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 their knowledge, the report on Form 10-Q of Asia Properties, Inc., for the quarterly period ended September 30, 2012, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that the information contained in the report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Asia Properties, Inc..

 

Date: August 25, 2014
/s/ Daniel Mckinney
Daniel Mckinney
Chief Executive Officer
(Principal Executive Officer)