SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X ] Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2004 .
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (No fee required)for the transition period from to .
Commission file number: 00-27735
ASIA4SALE.COM, INC.
(Exact name of small business issuer as specified in its charter)
|
|
|
2465 West 12th Street, Suite #2, Tempe, AZ 85281-6935
(Address of Principal Executive Office) (Postal Code)
(480) 505-0070
(Issuer’s telephone number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
|
|
|
Check whether the registrant: (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 there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and if 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 shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes X No
The registrant's net sales for the year ended December 31, 2004, were $0.
The aggregate market value of the registrant's common stock, $0.001 par value (the only class of voting stock), held by non-affiliates was approximately $2,600 based on the average closing bid and asked prices for the common stock on January 23, 2006.
On January 26, 2006, the number of shares outstanding of the registrant's common stock, $0.001 par value (the only class of voting stock), was 32,401,920.
TABLE OF CONTENTS
| Page | ||||||
|
| ||||||
|
PART I. |
||||||
| Item 1. Description of Business | 3 | |||||
| Item 2. Description of Property | 9 | |||||
| Item 3. Legal Proceedings | 9 | |||||
| Item 4. Submission of Matters to a Vote of Security Holders | 9 | |||||
|
PART II. |
||||||
| Item 5. Market for Common Equity and Related Stockholder Matters | 9 | |||||
| Item 6. Managements's Plan of Operation | 10 | |||||
| Item 7. Financial Statements | 15 | |||||
| Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 16 | |||||
| Item 8A. Controls and Procedures | 16 | |||||
| Item 8B. Other Information | 17 | |||||
|
PART III. |
||||||
| Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act | 17 | |||||
| Item 10. Executive Compensation | 19 | |||||
| Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 20 | |||||
| Item 12. Certain Relationships and Related Transactions | 21 | |||||
| Item 13. Exhibits | 21 | |||||
| Item 14. Principal Accountant Fees and Services | 21 | |||||
| Signatures | 23 | |||||
| Exhibits | 24 | |||||
PART I
ITEM 1. DESCRIPTION OF BUSINESSBusiness Development
Company History and Business
As used herein the terms “Company,” “our,” “we,” and “us” refer to Asia4Sale.com, Inc.
Asia4sale.com, Inc., a Nevada corporation, was incorporated in September of 1996. The Company was formerly known as H&L Investments, Inc. The name of the corporation was changed to Asia4sale.com, Inc., on December 22, 1999, and a Certificate of Amendment of Articles of Incorporation duly filed with the Office of the Secretary of State for the State of Nevada on December 29, 1999. The Company changed its name with the intent to acquire Asia4Sale.com, Ltd., a Hong Kong registered software development company (“LTD”), which was incorporated in March of 1999. At that time the Company had 1,000,000 shares of common stock outstanding and no assets or liabilities.
The acquisition of LTD took place in February 2000, when the Company issued 9,000,000 common shares to acquire LTD. On December 11, 2000, the Company executed a 1 for 1 stock dividend.
As per the acquisition of LTD, the Company became a software development corporation in the process of designing and building a web based system for business to business (“B2B”) and business to consumer (“B2C”) selling, bartering, and auctioning of consumer goods and services to the Asian market place.
In 2000, the Company spent significant funds developing its software and attempting to market its software through various media channels. The development and marketing operations, handled through wholly owned subsidiary LTD., were ceased in mid 2000 due to lack of acceptance of our product and an overall downturn in the popularity of emerging B2C and B2B products. The Company did not resume its Internet software development and marketing operations, and subsequently sold off the LTD subsidiary in January 2005, for a promissory note of $30,000, due in 24 months, bearing no interest.
During June of 2000, we paid $970,000 to acquire 49% of World Wide Auctioneers, Inc., a Nevada registered corporation, holding 100% of British Virgin Island registered company World Wide Auctioneers, Ltd. In August of 2003, World Wide Auctioneers, Inc. sold 100% of its subsidiary World Wide Auctioneers, Ltd., to a Nevada registered company, WWA Group, Inc., (“WWA”) in a stock for stock transaction whereby WWA stock was issued directly to owners of World Wide Auctioneers, Inc., in exchange for ownership of World Wide Auctioneers, Ltd. The exchange caused us to acquire a minority equity investment in WWA which is accounted for using the equity method. WWA operates auctions of used, heavy construction equipment from Dubai, United Arab Emirates, and other locations.
The Company sold 553,492 shares (approximately 7%) of WWA during 2003 and 2004, for $133,000. The net gain from the sale of the WWA shares has been accounted for as “Other Income” in 2003 and 2004. As of January 2006, the Company holds 7,290,000 shares of the common stock of WWA, which is equal to 46% of all issued and outstanding stock of WWA.
Since mid year 2000, the Company has been actively seeking one or more operating companies to acquire.
The Company is in the development stage and has generated no significant revenue. We have been funded primarily through stock sales, sales of approximately 7% of its equity in WWA, and loans from officers and shareholders.
3
Search for Other Possible Acquisitions
Management plans to investigate, research, and, if justified, potentially acquire or merge with one or more businesses or business opportunities. We currently have no commitment or arrangement, written or oral, to participate in any business opportunity and we cannot predict the nature of any potential business opportunity we may ultimately consider. Management will have broad discretion in its search for and negotiations with any potential business or business opportunity. Further, there can be no assurance that we will have the ability to acquire or merge with an operating business, business opportunity or property that will be of material value to us.
Sources of Business Opportunities
Management intends to use various resources in its search for potential business opportunities including, but not limited to, our officers and directors, consultants, special advisors, securities broker-dealers, venture capitalists, members of the financial community and others who may present management with unsolicited proposals. Because of our lack of capital, we may not be able to retain, on a fee basis, professional firms specializing in business acquisitions and reorganizations. Rather, we will most likely have to rely on outside sources, not otherwise associated with us, that will accept their compensation only after we have finalized a successful acquisition or merger. To date, we have not engaged or entered into any discussion, agreement or understanding with a particular consultant regarding our search for business opportunities.
If we elect to engage an independent consultant, we will look only to consultants that have experience in working with small companies in search of an appropriate business opportunity. Also, the consultant must have experience in locating viable merger and/or acquisition candidates and have a proven track record of finalizing such business consolidations. Further, we would prefer to engage a consultant that will provide services for only nominal up-front consideration and is willing to be fully compensated only at the close of a business consolidation.
We do not intend to limit our search to any specific kind of industry or business. We may investigate and ultimately acquire a venture that is in its preliminary or development stage, is already in operation, or in various stages of its corporate existence and development. Management cannot predict at this time the status or nature of any venture in which we may participate. A potential venture might need additional capital or merely desire to have its shares publicly traded. The most likely scenario for a possible business arrangement would involve the acquisition of or merger with an operating business that does not need additional capital, but which merely desires to establish a public trading market for its shares. Management believes that we could provide a potential public vehicle for a private entity interested in becoming a publicly held corporation without the time and expense typically associated with an initial public offering.
Evaluation
Once we identify a particular entity as a potential acquisition or merger candidate, management will seek to determine whether acquisition or merger is warranted, or whether further investigation is necessary. Such determination will generally be based on management’s knowledge and experience, or with the assistance of outside advisors and consultants evaluating the preliminary information available to them. Management may elect to engage outside independent consultants to perform preliminary analysis of potential business opportunities. However, because of our lack of capital we may not have the necessary funds for a complete and exhaustive investigation of any particular opportunity.
4
In evaluating such potential business opportunities, we will consider, to the extent relevant to the specific opportunity, several factors including:
* potential benefits to us and our shareholders;
* working capital;
|
* financial requirements and availability of additional financing; * history of operation, if any; * nature of present and expected competition; * quality and experience of management; * need for further research, development or exploration; * potential for growth and expansion; * potential for profits; and * other factors deemed relevant to the specific opportunity. |
There are certain unidentified risks that cannot be adequately expressed prior to the identification of a specific business opportunity. There can be no assurance following consummation of any acquisition or merger that the business venture will develop into a going concern or, if the business is already operating, that it will continue to operate successfully. Many potential business opportunities available to us may involve new and untested products, processes or market strategies which may not ultimately prove successful.
Form of Potential Acquisition or Merger
We cannot predict the manner in which we might participate in a prospective business opportunity. Each separate potential opportunity will be reviewed and, upon the basis of that review, a suitable legal structure or method of participation will be chosen. The particular manner in which we participate in a specific business opportunity will depend upon the nature of that opportunity, the respective needs and desires of our management and management of the opportunity, and the relative negotiating strength of the parties involved. Actual participation in a business venture may take the form of an asset purchase, lease, joint venture, license, partnership, stock purchase, reorganization, merger or consolidation. We may act directly or indirectly through an interest in a partnership, corporation, or other form of organization, however, we do not intend to participate in an opportunity through the purchase of a minority stock position.
Because we have only a very limited amount of liquid assets and a limited operating history, in the event we successfully acquire or merge with an operating business opportunity, it is likely that our present shareholders will experience substantial dilution. It is also probable that there will be a change in control of our company. The owners of any business opportunity which we acquire or merge with will most likely acquire control following such transaction. Management has not established any guidelines as to the amount of control it will offer to prospective business opportunities, but rather management will attempt to negotiate the best possible agreement for the benefit of our shareholders.
5
Presently, management does not intend to borrow funds to compensate any person, consultant, promoter or affiliate in relation to the consummation of a potential merger or acquisition. However, if we engage any outside advisor or consultant in our search for business opportunities, it may be necessary for us to attempt to raise additional funds. As of the date hereof, we have not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital. In the event we do need to raise capital, most likely the only method available to us would be the private sale of our securities. These possible private sales would most likely have to be to persons known by our directors or to venture capitalists that would be willing to accept the risks associated with investing in a company with no current operation. Because of our nature as a development stage company, it is unlikely that we could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender. Management will attempt to acquire funds on the best available terms. However, there can be no assurance that we will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on reasonable or acceptable terms. Although not presently anticipated, there is a remote possibility that we could sell securities to our management or affiliates.
There exists a possibility that the terms of any future acquisition or merger transaction might include the sale of shares presently held by our officers and/or directors to parties affiliated with or designated by the potential business opportunity. Presently, management has no plans to seek or actively negotiate such terms. However, if this situation does arise, management is obligated to follow our Articles of Incorporation and all applicable corporate laws in negotiating such an arrangement. Under this scenario of a possible sale by officers and directors, it is unlikely that similar terms and conditions would be offered to all other shareholders or that shareholders would be given the opportunity to approve such a transaction.
In the event of a successful acquisition or merger, a finder’s fee, in the form of cash or securities, may be paid to a person or persons instrumental in facilitating the transaction. No criteria or limits have been established for the determination of an appropriate finder’s fee, although it is likely that any fee will be based upon negotiations by us, the business opportunity and the finder. Management cannot at this time make an estimate as to the type or amount of a potential finder’s fee that might be paid. It is unlikely that a finder’s fee will be paid to an affiliate because of the potential conflict of interest that might result. If such a fee was paid to an affiliate, it would have to be in such a manner so as not to compromise an affiliate’s possible fiduciary duty to us or to violate the doctrine of corporate opportunity. Further, in the unlikely event a finder’s fee was to be paid to an affiliate, we would most likely have such an arrangement ratified by the shareholders in an appropriate manner.
The Board of Directors believes that it is highly unlikely that we will acquire or merge with a business opportunity in which our management, affiliates or promoters have an ownership interest. Any possible related party transaction of this type would have to be ratified by a disinterested Board of Directors and by the shareholders. Management does not anticipate that we will acquire or merge with any related entity. Further, as of the date hereof, none of our officers, directors, or affiliates or associates have had any preliminary contact or discussions with any specific business opportunity, nor are there any present plans, proposals, arrangements or understandings regarding the possibility of an acquisition or merger with any specific business opportunity.
Products and Services
We discontinued the development and marketing of our web based system for B2B and B2C selling, bartering, and auctioning of consumer goods and services in 2000 and sold off the subsidiary that originally developed that business in 2005.
6
WWA operates auctions of heavy equipment in the Middle East and other locations. WWA has developed a significant customer base and has achieved consistent revenue and a substantial market share in its primary operating market in Dubai.
Marketing and Advertising Methods
We neither market nor advertise because we have no products or services.
WWA markets its services through all of the major media including direct marketing and the internet.
Dependence on Major Customers or Suppliers
We are not dependent on one or a few customers because we have no products or services
WWA has several thousand customers and suppliers and is not dependent on major customers or suppliers.
Patents, Trademarks and Licenses
We neither own nor have applied for any patents or trademarks. We do not license any of our technology from other companies.
WWA has no patents or trademarks, but holds various Internet domain names and auction licenses in Dubai and other locations.
Competition
We are unable to evaluate the type and extent of our likely competition with respect to any possible acquisitions. We are aware that there are many other public companies with only nominal assets that are also searching for operating businesses and other business opportunities as potential acquisition or merger candidates. We are in direct competition with these other public companies in our search for business opportunities and, due to our very limited funds, it may be difficult to successfully compete with these other companies. However, the company has certain advantages over other companies searching for potential acquisition candidates due to the fact that its minority equity ownership of WWA provides the company with an asset base that has some measurable value.
WWA competes with the other major heavy equipment auctioneers, including Ritchie Brothers Auctioneers and Iron Planet, as well as many other smaller equipment auction and equipment trading companies in the Middle East and elsewhere. The market for trading and auction of second hand industrial equipment is very large and fragmented, and there are few barriers to entry for new competition.
Employees
The Company had one employee serving as an administrative assistant in Hong Kong until the end of 2004. Officers and directors serve in an uncompensated role.
WWA has approximately 39 employees.
7
Risk Factors
Going concern issue
Our independent auditors have expressed a going concern issue. Our ability to continue as a going concern is dependant upon our ability to attain profitable operations. We do not have an established source of funds sufficient to cover operating costs and accordingly there is substantial doubt about our ability to continue as a going concern.
Our extremely limited operating history and the discontinuation of our initial business makes it difficult to evaluate our prospects. As a result of our short operating history, we have only limited financial data and business information with which to evaluate our business strategies, past performance and investment in our common stock.
If we lose key personnel, we may be unable to successfully operate our business. We depend on the continued contributions of our executive officers to work effectively as a team, to execute our business strategy and to manage our business. The loss of key personnel or their failure to work effectively could have a material adverse effect on our business, financial condition and results of operations.
Common stock price is volatile
The price of our common stock is extremely volatile and investors may not be able to sell their shares at or above their purchase price, or at all. Our stock was recently traded on the OTC Bulletin Board and the “Pink Sheets” until the suspension of trading in 2005 by the Securities Exchange Commission due to late financial statement filings. While we plan to have the suspension lifted in the very near future, there is no assurance that a viable market will continue. The price of our common stock in the public market is highly volatile and may fluctuate substantially because of:
* actual or anticipated fluctuations in our future business and operating results;
* changes in or failure to meet market expectations; and
* fluctuations in stock market price and volume, which are particularly common among securities of technology companies, particularly new start-up companies.
We do not intend to pay dividends
We have never declared or paid any cash dividends on shares of our common stock. We currently intend to retain our future earnings for growth and development of our business and, therefore, we do not anticipate paying any dividends in the foreseeable future.
Possible “Penny Stock” Regulation
Trading of our common stock on the OTC Bulletin Board may be subject to certain provisions of the Securities Exchange Act of 1934, commonly referred to as the “penny stock” rule. A penny stock is generally defined to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. If our stock is deemed to be a penny stock, trading in our stock will be subject to additional sales practice requirements on broker-dealers.
8
These may require a broker dealer to:
* make a special suitability determination for purchasers of penny stocks;
* receive the purchaser's written consent to the transaction prior to the purchase; and
* deliver to a prospective purchaser of a penny stock, prior to the first transaction, a risk disclosure document relating to the penny stock market.
Consequently, penny stock rules may restrict the ability of broker-dealers to trade and/or maintain a market in our common stock. Also, many prospective investors may not want to get involved with the additional administrative requirements, which may have a material adverse effect on the trading of our shares.
ITEM 2. DESCRIPTION OF PROPERTY
Since March 2000, we have annually leased a 1,500 square foot office/storage space in Tempe, Arizona, as our principal place of business, which we have shared with WWA's corporate office since 2001.
From 2001 through year end 2004, our subsidiary LTD occupied an office in Hong Kong rented on an annual lease.
ITEM 3. LEGAL PROCEEDINGSThe Company is not a party to material pending legal proceedings. To the best of the Company’s knowledge, no governmental authority or other party has threatened or is contemplating the filing of any material legal proceeding against the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSNo matter was submitted to a vote of our security holders, through the solicitation of proxies or otherwise, during the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.Market Information
On February 18, 2000, our common stock commenced trading over-the-counter and was quoted on the OTC bulletin board system under the symbol “AFSI.” The high and low bid prices for our shares are estimated below for the periods depicted. The prices in the table reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.
9
--------------- --------------------------- ----------------- ----------------
YEAR QUARTER ENDING HIGH LOW
--------------- --------------------------- ----------------- ----------------
--------------- --------------------------- ----------------- ----------------
2004 December 31 $0.06 $0.00
--------------- --------------------------- ----------------- ----------------
--------------- --------------------------- ----------------- ----------------
September 30 $0.15 $0.00
--------------- --------------------------- ----------------- ----------------
--------------- --------------------------- ----------------- ----------------
June 30 $0.00 $0.00
--------------- --------------------------- ----------------- ----------------
--------------- --------------------------- ----------------- ----------------
March 31 $0.00 $0.00
--------------- --------------------------- ----------------- ----------------
--------------- --------------------------- ----------------- ----------------
2003 December 31 $0.00 $0.00
--------------- --------------------------- ----------------- ----------------
--------------- --------------------------- ----------------- ----------------
September 30 $0.00 $0.00
--------------- --------------------------- ----------------- ----------------
--------------- --------------------------- ----------------- ----------------
June 30 $0.04 $0.00
--------------- --------------------------- ----------------- ----------------
--------------- --------------------------- ----------------- ----------------
March 31 $0.04 $0.00
--------------- --------------------------- ----------------- ----------------
Stockholders
As of January 26, 2006 there were 2,005 stockholders of record of our common stock. This does not include an indeterminate number of shareholders who may hold their shares in “street name”.
Dividends
We have not declared any cash dividends during the last two fiscal years, and do not anticipate paying such dividends in the near future. We anticipate all earnings, if any, over the next 12 to 24 months will be retained for future investments in business. Any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon our results of operations, financial conditions, contractual restrictions, and other factors deemed relevant by the Board of Directors. We are under no contractual restrictions in declaring or paying dividends to our common or preferred shareholders. There are no material restrictions limiting, or that are likely to limit, the Company’s ability to pay dividends on our securities, except for any applicable limitations under Nevada corporate law.
The future sale of presently outstanding “unregistered” and “restricted” common stock by present members of management and persons who own more than five percent of the outstanding voting securities may have an adverse effect on any market that may develop in our common shares.
All common shares and any preferred shares that might be issued in the future subject to the Company’s bylaws, rank equally for the payment of dividends. If a dividend was to be paid all issued shares would be eligible.
ITEM 6. MANAGEMENT'S PLAN OF OPERATIONThe following plan of operation should be read in conjunction with the financial statements and accompanying notes and the other financial information appearing elsewhere in this periodic report. The Company’s fiscal year end is December 31.
This report and the exhibits attached hereto contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements include, without limitation, statements as to management’s good faith expectations and beliefs, which are subject to inherent uncertainties which are difficult to predict and may be beyond the ability of the Company to control. Forward-looking statements are made based upon management’s expectations and belief concerning future developments and their potential effect upon the Company. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management.
10
The words “believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company, or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements.
These risks and uncertainties, many of which are beyond the Company’s control, include (i) the sufficiency of existing capital resources and our ability to raise additional capital to fund cash requirements for future operations; (ii) uncertainties involved in the decision to acquire an existing business opportunity or to embark on a start up venture; (iii) the ability of the Company to achieve sufficient revenues from the operation of a business opportunity; and (iv) general economic conditions. Although we believe the expectations reflected in these forward-looking statements are reasonable, such expectations may prove to be incorrect.
Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s view only as of the date of this report. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.
The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-KSB.
Plan of Operations
The Company’s current focus is to seek out and consummate a merger with an existing operating entity. We intend to actively seek out and investigate possible business opportunities for the purpose of possibly acquiring or merging with one or more business ventures. We do not intend to limit our search to any particular industry or type of business. We are continually investigating possible merger candidates and acquisition opportunities. However, we can provide no assurance that we will have the ability to acquire or merge with an operating business, business opportunity, or property that will be of material value to us.
We anticipate that the Company will require only nominal capital to maintain our corporate viability, and necessary funds will most likely be provided by our officers and directors in the immediate future. However, unless we are able to facilitate an acquisition of or merger with an operating business or are able to obtain significant outside financing, there is substantial doubt about our ability to continue as a going concern.
The Company has not yet entered into any agreement, nor do we have any commitment or understanding to enter into or become engaged in any transaction, as of the date of this filing. Further, our directors will defer any compensation until such time as an acquisition or merger can be accomplished, and will strive to have the business opportunity provide their remuneration. As of the date hereof, we have not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any additional capital.
We do not intend to use any employees, with the possible exception of part-time clerical assistance on an as-needed basis. Outside advisors or consultants will be used only if they can be obtained for minimal cost or on a deferred payment basis. Management is confident that it will be able to operate in this manner and to continue its search for business opportunities during the next twelve months.
11
Results of Operations
During the twelve month period ended December 31, 2004, the Company remained in the development stage and has generated no significant revenue. We do not expect to sell a significant amount of equity in WWA nor do we expect any realized dividend from our minority equity interest in WWA over the next twelve months.
Net Income and Losses
During the twelve month period ended December 31, 2004, we did not realize any revenues from operations though we did recognize an “Income from equity investment” of $370,146, and a gain in the form of “Income from sale of investments” of $54,320, in connection with sales of WWA stock from our minority equity interest. Our net income for the year ended December 31, 2004, was $355,846.
For the period from July 9, 1999 to December 31, 2004, the Company recorded a net loss of $1,018,190. The Company’s operating losses were primarily attributable to discontinued operations and to general and administrative expenses from continuing operations. General and administrative expenses since inception included web hosting and development, legal and professional expenses, salaries, and marketing expenses.
Capital Expenditures
The Company expended no amounts on capital expenditures for the period from July 9, 1999 (inception) to December 31, 2004.
Liquidity and Capital Resources
The Company is in the development stage and, since inception, has experienced significant changes in liquidity, capital resources and shareholders’ equity. The Company had current assets of $2,625 and total assets of $1,708,954, with total liabilities of $445,301, as of December 31, 2004. The assets consisted primarily of equity investments totaling $1,403,619 in connection with our minority interest in WWA. Net stockholders equity in the Company was $1,263,653 at December 31, 2004.
Cash flow used in operating activities was $43,381 for the twelve month period ended December 31, 2004, as compared to cash flow used in operating activities of $11,569 for the twelve month period ended December 31, 2003. The increase in cash flow used in operating activities is attributed to the increase in deposits and other receivables.
Cash flow provided by investing activities was $45,819 for the twelve month period ended December 31, 2004, as compared to cash flow provided by investing activities of $9,663 for the twelve month period ended December 31, 2003. The cash flow provided by investing activities in both periods is from the sale of shares of WWA in private transactions.
Cash flow provided by financing activities was $0 for the twelve month periods ended December 31, 2004 and 2003.
12
The Company’s current assets may not be sufficient to conduct its plan of operation over the next twelve (12) months. We have no current commitments or arrangements with respect to, or immediate sources of funding. Further, no assurances can be given that funding, if needed, would be available or available to us on acceptable terms. Although, our major shareholders would be the most likely source of new funding in the form of loans or equity placements none have made any commitment for future investment and the Company has no agreement formal or otherwise. The Company’s inability to obtain funding, if required, would have a material adverse affect on its plan of operation.
The Company has no current plans for the purchase or sale of any plant or equipment.
The Company has no current plans to make any changes in the number of employees.
Critical Accounting Policies
In the notes to the audited consolidated financial statements for the year ended December 31, 2004, included in this Form 10-KSB, the Company discusses those accounting policies that are considered to be significant in determining the results of operations and its financial position. The Company believes that the accounting principles utilized by it conform to accounting principles generally accepted in the United States of America.
The preparation of financial statements requires Company management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, the Company evaluates estimates. The Company bases its estimates on historical experience and other facts and circumstances that are believed to be reasonable, and the results form the basis for making judgments about the carrying value of assets and liabilities. The actual results may differ from these estimates under different assumptions or conditions.
Going Concern
The Company’s audit expressed substantial doubt as to the Company’s ability to continue as a going concern as a result of recurring losses, lack of revenue-generating activities and an accumulated deficit of $1,018,190 as of December 31, 2004. The Company’s ability to continue as a going concern is subject to the ability of the Company to realize a profit from operations and /or obtain funding from outside sources. Since the Company has no revenue generating operations, our plan to address the Company’s ability to continue as a going concern over the next twelve months includes: (1) obtaining additional funding from the sale of our securities; and (2) obtaining loans and grants from various financial institutions, where possible. Although we believe that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful.
13
Recent Accounting Pronouncements
In preparing financial statements for the year ended December 31, 2004, the Company adopted the following accounting pronouncements:
| SFAS No. 123(R) — In December 2004, the FASB issued SFAS No. 123 (Revised 2004) (SFAS 123 (R)) “Share-based payment” SFAS 123 (R) will require compensation costs related to share-based payment transactions to be recognized in the financial statements. With limited exceptions, the amount of compensation cost will be measured based on the grant-date fair value of the equity or liability instruments issued. In addition, liability awards will be re-measured each reporting period. Compensation cost will be recognized over the period that an employee provides service in exchange for the award. FASB 123 (R) replaces FASB 123, Accounting for Stock-Based Compensation and supersedes APB option No. 25, Accounting for Stock Issued to Employees. This guidance is effective as of the first interim or annual reporting period after December 15, 2005 for Small Business filers. |
| SFAS No. 150 — In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” which is effective for financial instruments entered into or modified after May 31, 2003, and is otherwise effective at the beginning of the first interim period beginning after June 15, 2003. This Statement establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances) because that financial instrument embodies an obligation of the issuer. The adoption of SFAS No. 150 did not have a material effect on the financial statements of the Company. |
| SFAS No. 151 — In November 2004, the FASB issued SFAS No. 151 (SFAS 151), “Inventory Costs” SFAS 151 amends ARB No. 43, Chapter 4. This statement clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS 151 is the result of a broader effort by the FASB and the IASB to improve financial reporting by eliminating certain narrow differences between their existing accounting standards. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The adoption of SFAS 151 will not have a material impact on the results of operations or financial position of the Company as it does not have inventory. |
| SFAS No. 153 — In December 2004, the FASB issued SFAS No. 153 (SFAS 153) “Exchange of Non-monetary assets” This statement was a result of a joint effort by the FASB and the IASB to improve financial reporting by eliminating certain narrow differences between their existing accounting standards. One such difference was the exception from fair value measurement in APB Opinion No. 29, Accounting for Non-Monetary Transactions, for non-monetary exchanges of similar productive assets. SFAS 153 replaces this exception with a general exception from fair value measurement for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This statement is effective for non-monetary assets exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of SFAS 153 will not have a material effect on the Company’s financial position or results of operations. |
14
| FASB Interpretation No. 46(R) — In January 2003, the FASB issued FASB Interpretation No. 46 “Consolidation of Variable Interest Entities.” FIN 46 provides guidance on the identification of entities for which control is achieved through means other than through voting rights, variable interest entities, and how to determine when and which business enterprises should consolidate variable interest entities. This interpretation applies immediately to variable interest entities created after January 31, 2003. It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. The adoption of FIN 46 did not have a material impact on the Company’s financial statements. |
Financial statements as of and for the fiscal years ended December 31, 2004 and 2003, have all been examined to the extent indicated in their report by Moore & Associates, Chartered, independent certified public accountants, and have been prepared in accordance with generally accepted accounting principles and pursuant to Regulation S-B as promulgated by the SEC. The aforementioned financial statements are included below.
15
ASIA4SALE.COM, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 2004
F-1
C O N T E N T S
Independent Auditors' Report................................................................. F-3
Balance Sheet................................................................................ F-4
Statements of Operations..................................................................... F-5
Statements of Stockholders' Equity (Deficit)................................................. F-6
Statements of Cash Flows..................................................................... F-7
Notes to the Financial Statements............................................................ F-8
F-2
INDEPENDENT AUDITORS’ REPORT
The Board of Directors
Asia4sale.com, Inc.
(A Development Stage Company)
Phoenix, Arizona
We have audited the accompanying balance sheet of Asia4sale.com, Inc. (a development stage company) as of December 31, 2004 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended December 31, 2004 and 2003 and from inception on July 9, 1999 through December 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits 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 financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provided a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Asia4sale.com, Inc. (a development stage company) as of December 31, 2004 and the results of its operations and its cash flows for the years ended December 31, 2004 and 2003 and from inception on July 9, 1999 through December 31, 2004 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company is in the development stage with no operating results to date, a deficit in working capital and a deficit in stockholders’ equity, all of which 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 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Moore & Associates, Chartered
Las Vegas, Nevada
January 3, 2006
F-3
ASIA4SALE.COM, INC.
(A Development Stage Company)
Balance Sheet
ASSETS
December 31,
2004
CURRENT ASSETS
Cash$ 2,625
Total Current Assets 2,625
FIXED ASSETS, net 14,941
OTHER ASSETS
Other receivables 282,819
Equity investment 1,403,619
Deposits 4,950
Total Other Assets 1,691,388
TOTAL ASSETS $ 1,708,954
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 375,321
Reserve for discontinued operations 69,980
Total Current Liabilities 445,301
Total Liabilities 445,301
STOCKHOLDERS' EQUITY
Common stock: 100,000,000 shares authorized of $0.001 par value,
32,401,920 shares issued and outstanding 32,402
Additional paid-in capital 2,250,641
Accumulated deficit (1,200)
Deficit accumulated during the development stage (1,018,190)
Total Stockholders' Equity 1,263,653
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,708,954
The accompanying notes are an integral part of these financial statements.
F-4
ASIA4SALE.COM, INC.
(A Development Stage Company)
Statements of Operations
From
Inception on
July 9,
For the Years Ended 1999
Through
December 31, December 31,
2004 2003 2004
REVENUES $ - $ - $ -
EXPENSES
Depreciation and amortization 8,441 8,980 61,466
General and administrative 8,482 25,107 712,198
Total Expenses 16,923 34,087 773,664
OTHER INCOME (EXPENSE)
Income from sale of investments 54,320 10,764 65,084
Income from equity investment 370,146 112,827 482,973
Interest income - - 24,511
Total Other Income (Expense) 424,466 123,591 572,568
LOSS FROM CONTINUING OPERATIONS 407,543 89,504 (201,096)
LOSS FROM DISCONTINUED OPERATIONS (51,697) (56,900) (817,094)
NET INCOME (LOSS) $ 355,846 $ 32,604 $ (1,018,190)
BASIC LOSS PER SHARE OF
COMMON STOCK $ 0.01 $ 0.00
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 32,401,920 32,401,920
The accompanying notes are an integral part of these financial statements.
F-5
ASIA4SALE.COM, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Additional During
Common Stock Paid-In Accumulated Development
Shares Amount Capital Deficit Stage
Balance at July 9, 1999 (Inception) 2,000,000 $ 2,000 $ (1,000) $ (1,200) $ -
Contributed capital by shareholders - - 1,485 - -
Net loss for the year ended
December 31, 1999 - - - - (1,285)
Balance, December 31, 1999 2,000,000 2,000 485 (1,200) (1,285)
Common stock issued for cash and
Acquisition of LTD 19,600,000 19,600 1,980,400 - -
Net loss for the year ended
December 31, 2000 - - - - (1,033,374)
Balance, December 31, 2000 21,600,000 21,600 1,980,885 (1,200) (1,034,659)
Common stock issued for cash at
approximately $0.02 per share 7,608,000 7,608 157,552 - -
Net loss for the year ended
December 31, 2001 - - - - (173,390)
Balance, December 31, 2001 29,208,000 29,208 2,138,437 (1,200) (1,208,049)
Common stock issued for cash at
approximately $0.04 per share 3,193,920 3,194 112,204 - -
Net loss for the year ended
December 31, 2002 - - - - (198,591)
Balance, December 31, 2002 32,401,920 32,402 2,250,641 (1,200) (1,406,640)
Net income for the year ended
December 31, 2003 - - - - 32,604
Balance, December 31, 2003 32,401,920 32,402 2,250,641 (1,200) (1,374,036)
Net income for the year ended
December 31, 2004 - - - - 355,846
Balance, December 31, 2004 32,401,920 $ 32,402 $ 2,250,641 $ (1,200) $ (1,018,190)
The accompanying notes are an integral part of these financial statements.
F-6
ASIA4SALE.COM, INC.
(A Development Stage Company)
Statements of Cash Flows
From
Inception on
July 9,
For the Years Ended 1999 Through
December 31, December 31,
2004 2003 2004
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 355,846 $ 32,604 $ (1,018,190)
Adjustments to reconcile net loss to net cash used
by operating activities:
Discontinued operations 51,697 56,900 817,094
Depreciation expense 8,441 8,980 61,466
Income from sale of investments (54,320) (10,764) (65,084)
Income from equity investment (370,146) (112,827) (482,973)
Changes in operating assets and liabilities:
(Increase) in prepaid expenses - 775 -
(Increase) in deposits and other receivables (259,336) (46,550) (328,177)
Increase (decrease) in accounts payable
and accrued liabilities 224,437 59,313 371,441
Net Cash Used by Operating Activities (43,381) (11,569) (644,423)
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of investments 54,320 21,163 75,483
Investment in subsidiaries - - (1,634,071)
Purchase of fixed assets (8,501) (11,500) (76,407)
Net Cash Used by Investing Activities 45,819 9,663 (1,634,995)
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributed by shareholder - - 1,485
Proceeds from common stock - - 2,280,558
Net Cash Provided by Financing Activities - - 2,282,043
NET INCREASE IN CASH 2,438 (1,906) 2,625
CASH AT BEGINNING OF PERIOD 187 2,093 -
CASH AT END OF PERIOD $ 2,625 $ 187 $ 2,625
CASH PAID FOR:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
NON-CASH FINANCING ACTIVITIES
None
The accompanying notes are an integral part of these financial statements.
F-7
ASIA4SALE.COM, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2004 and 2003
NOTE 1 - ORGANIZATION AND HISTORY| Asia4sale.com, Inc., a Nevada corporation, was incorporated in September of 1996. The Company was formerly known as H&L Investments, Inc. The name of the corporation was changed to Asia4sale.com, Inc., on December 22, 1999 and a Certificate of Amendment of Articles of Incorporation duly filed with the Office of the Secretary of State for the State of Nevada on December 29, 1999. |
| The Company changed its name on December 22, 1999 with the intent to acquire Asia4Sale.com, Ltd., a Hong Kong registered software development company (“LTD”) which was incorporated in March of 1999. At that time the Company had 1,000,000 shares of common stock outstanding and no assets or liabilities. The acquisition of LTD took place in February 2000, when the Company issued 9,000,000 common shares to acquire LTD. On December 11, 2000, the Company executed a 1 for 1 stock dividend. |
| The Company thus became a software development company in the process of designing and building a web based system for B2B and B2C selling, bartering, and auctioning of consumer goods and services to the Asian market place. |
| In 2000 the Company spent significant funds developing its software and attempting to market its software through various media channels. The development and marketing operations, handled through wholly owned subsidiary LTD., were ceased in mid 2000 due to lack of acceptance of the Company’s products and an overall downturn in the popularity of emerging B2C and B2B products. |
| In August of 2003, World Wide Auctioneers, Inc. sold 100% of its subsidiary World Wide Auctioneers, Ltd., to a Nevada registered company WWA Group, Inc. (“WWA”), in a stock for stock transaction whereby WWA stock was issued directly to owners of World Wide Auctioneers, Inc. in exchange for ownership of World Wide Auctioneers, Ltd. The exchange caused the Company to acquire a minority equity investment in WWA. |
| Since mid year 2000, when the Company discontinued the software development and marketing operations of LTD. the Company has been actively seeking one or more operating companies to acquire. |
The Company is in the development stage and has generated no significant revenue.
| The Company has no products or services as of December 31, 2000. The Company was organized as a vehicle to seek merger or acquisition candidates. The Company intends to acquire interests in various business opportunities, which in the opinion of management will provide a profit to the Company. |
| The Company was funded by a group of several non-US investors that invested $2,280,558 cash into the Company’s treasury during 2000 through 2002. The Company issued 12,401,920 (post-stock dividend) shares of its common stock in 2000 through 2002 in return for this investment. No common stock has been issued since 2002. |
F-8
ASIA4SALE.COM, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2004 and 2003
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES a. Accounting Method| The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end. |
For the Year Ended
December 31, 2004
Income Shares Per Share
(Numerator) (Denominator) Amount
$ 355,846 32,401,920 $ 0.01
For the Year Ended
December 31, 2003
Loss Shares Per Share
(Numerator) (Denominator) Amount
$ 32,604 32,401,920 $ 0.00
| The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. There are no common stock equivalents outstanding. |
c. Provision for Taxes
| Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely that not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
Net deferred tax assets consist of the following components as of December 31, 2004 and 2003:
2004 2003
Deferred tax assets
NOL Carryover $ 585,902 $ 580,325
Valuation allowance (585,902) (580,325)
Net deferred tax asset $ - $ -
F-9
ASIA4SALE.COM, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2004 and 2003
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)c. Provision for Taxes (Continued)
December 31, 2004 and 2003| The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 39% to pretax income from continuing operations for the years ended December 31, 2004 and 2003 due to the following: |
2004 2003
Book income (loss) $ 138,780 $ 12,716
Income from equity investment (144,357) (44,003)
Valuation allowance 5,577 31,287
$ - $ -
| At December 31, 2004, the Company had net operating loss carryforwards of approximately $1,303,000 that may be offset against future taxable income through the year 2024. No tax benefit has been reported in the December 31, 2004 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. |
| Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in the future. |
| The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. |
| As at December 31, 2004, the fair value of cash and accounts and advances payable, including amounts due to and from related parties, approximate carrying values because of the short-term maturity of these instruments. |
F-10
ASIA4SALE.COM, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2004 and 2003
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued) f. Newly Issued Accounting PronouncementsThe Company has adopted the following accounting pronouncements:
| SFAS No. 123(R) — In December 2004, the FASB issued SFAS No. 123 (Revised 2004) (SFAS 123 (R)) “Share-based payment”. SFAS 123 (R) will require compensation costs related to share-based payment transactions to be recognized in the financial statements. With limited exceptions, the amount of compensation cost will be measured based on the grant-date fair value of the equity or liability instruments issued. In addition, liability awards will be re-measured each reporting period. Compensation cost will be recognized over the period that an employee provides service in exchange for the award. FASB 123 (R) replaces FASB 123, Accounting for Stock-Based Compensation and supersedes APB option No. 25, Accounting for Stock Issued to Employees. This guidance is effective as of the first interim or annual reporting period after December 15, 2005 for Small Business filers. |
| SFAS No. 150 — In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” which is effective for financial instruments entered into or modified after May 31, 2003, and is otherwise effective at the beginning of the first interim period beginning after June 15, 2003. This Statement establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances) because that financial instrument embodies an obligation of the issuer. The adoption of SFAS No. 150 did not have a material effect on the financial statements of the Company. |
| SFAS No. 151 — In November 2004, the FASB issued SFAS No. 151 (SFAS 151), “Inventory Costs”. SFAS 151 amends ARB No. 43, Chapter 4. This statement clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS 151 is the result of a broader effort by the FASB and the IASB to improve financial reporting by eliminating certain narrow differences between their existing accounting standards. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The adoption of SFAS 151 will not have a material impact on the results of operations or financial position of the company as it does not have inventory. |
F-11
ASIA4SALE.COM, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2004 and 2003
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)f. Newly Issued Accounting Pronouncements (Continued)
| SFAS No. 153 — In December 2004, the FASB issued SFAS No. 153 (SFAS 153) “Exchange of Non-monetary assets”. This statement was a result of a joint effort by the FASB and the IASB to improve financial reporting by eliminating certain narrow differences between their existing accounting standards. One such difference was the exception from fair value measurement in APB Opinion No. 29, Accounting for Non-Monetary Transactions, for non-monetary exchanges of similar productive assets. SFAS 153 replaces this exception with a general exception from fair value measurement for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This statement is effective for non-monetary assets exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of SFAS 153 will not have a material effect on the Company’s financial position or results of operations. |
| FASB Interpretation No. 46(R) — In January 2003, the FASB issued FASB Interpretation No. 46 “Consolidation of Variable Interest Entities.” FIN 46 provides guidance on the identification of entities for which control is achieved through means other than through voting rights, variable interest entities, and how to determine when and which business enterprises should consolidate variable interest entities. This interpretation applies immediately to variable interest entities created after January 31, 2003. It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. The adoption of FIN 46 did not have a material impact on the Company’s financial statements. |
| Fixed assets are recorded as cost. Major additions and improvements are capitalized. Minor replacements, maintenance and repairs that do not extend the useful life of the assets are expensed as incurred. Depreciation of property and equipment is determined using the straight-line method over their useful lives, primarily 5 years. The components of the fixed assets are as follows: |
Computer equipment $ 16,991
Furniture and fixtures 35,385
Other 4,030
Vehicle 20,000
Accumulated depreciation (61,465)
Net $ 14,941
F-12
ASIA4SALE.COM, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2004 and 2003
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued) h. Concentration of RiskCash — The Company at times maintained a cash balance in excess of insured limits.
i. Revenue Recognition| The Company has no source of revenues. Revenue recognition policies will be determined when principal operations begin. |
j. Cash and Cash Equivalents
| For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. |
| The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company is seeking to merge with an existing operating company. |
| The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. |
F-13
ASIA4SALE.COM, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2004 and 2003
NOTE 4 - DISCONTINUED OPERATIONS| In 2000 the Company discontinued the operations of its wholly owned subsidiary Asia4Sale.com, Ltd. The accompanying financial statements have been restated to reflect the operations of Asia4Sale.com, Ltd. as discontinued. |
December 31,
2004 2003
Revenues $ - $ -
Cost of sales - -
General and administrative (51,697) (56,900)
Other income (expense) - -
Net loss before income taxes (51,697) (56,900)
Income tax expense - -
Net loss $ (51,697) $ (56,900)
The net assets of the discontinued operations were composed of the following:
Cash $ 3,855 $ 3,449
Accounts receivable - 327
Refundable deposits 2,398 2,398
Accounts payable and accrued
expenses (76,233) (79,834)
Net assets $ (69,980) $ (73,660)
F-14
ASIA4SALE.COM, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2004 and 2003
NOTE 5- EQUITY INVESTMENT| In August 2000 the Company paid $970,000 cash to acquire 49% of World Wide Auctioneers, Inc., a Nevada registered company holding 100% of British Virgin Island registered company World Wide Auctioneers, Ltd. In August 2003, World Wide Auctioneers, Inc. sold 100% of its subsidiary World Wide Auctioneers, Ltd., to Nevada registered company WWA Group, Inc. (“WWA”), in a stock for stock transaction whereby the stock of WWA was issued directly to owners of World Wide Auctioneers, Inc. The Company was issued 7,525,000 shares of WWA in 2003, comprising 47.5% of all issued and outstanding stock of WWA. |
Condensed financial information of WWA :
For the Years Ended
December 31,
2004 2003
Cash $ 4,635,553 $ 5,006,042
Receivables 6,125,977 5,000,615
Other current assets 2,792,212 1,005,322
Fixed assets 1,071,451 562,012
Other assets 258,592 260,978
Total Assets$ 14,883,785 $ 11,834,969
Auction payables $ 10,259,801 $ 9,766,775
Other current
liabilities 3,104,262 1,422,960
Long-term debt 111,633 14,508
Common stock 15,970 15,967
Additional paid-in
capital 1,013,524 1,010,527
Accumulated deficit 378,595 (395,768)
Total Liabilities and
Stockholders' Equity $ 14,883,785 $ 11,834,969
Net revenues$ 10,976,167 $ 6,233,803
Direct costs 7,257,716 2,571,106
General and
administrative 3,205,035 3,085,624
Other income
(expense) 260,947 17,096
Income taxes - -
Net Income $ 774,363 $ 594,169
F-15
On October 6, 2004, HJ & Associates, L.L.C. (formerly Jones, Jensen & Company, Inc.) (“HJ & Associates”) resigned as the certifying accountant for the Company.
From the date on which HJ & Associates was engaged until the date HJ & Associates resigned, there were no disagreements with HJ & Associates on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of HJ & Associates would have caused HJ & Associates to make reference to the subject matter of the disagreements in connection with any reports it would have issued, and there were no “reportable events” as that term is defined in Item 304(a)(1)(iv) of Regulation S-B.
The Company has provided HJ & Associates with a copy of the foregoing disclosure, and HJ & Associates has furnished it with a letter addressed to the Securities and Exchange Commission stating that they agree with such disclosure. The Company has filed as an Exhibit to the Form 8K a copy of the letter from HJ & Associates required by Item 304 of Regulation S-B.
On March 21, 2005, the Company entered into an engagement letter with Moore & Associates, Chartered, (“Moore & Associates”) to assume the role of its new certifying accountant. Moore & Associates has been asked to audit the years ended December 31, 1999, 2000, 2001, 2002, 2003 and 2004. During the two most recent fiscal years and the subsequent interim periods prior to the engagement of Moore & Associates the Company did not consult with Moore & Associates with regard to:
| (i) |
the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements; or |
| (ii) |
any matter that was either the subject of a disagreement or a reportable event (as described in Item 304(a)(1)(iv) of Regulation S-B). |
The engagement of the new principal auditor was recommended and approved by the Company’s Board of Directors and audit committee.
ITEM 8A. CONTROLS AND PROCEDURESThe Company’s president acts both as the Company’s chief executive officer and chief financial officer and is responsible for establishing and maintaining disclosure controls and procedures for the Company.
a) Evaluation of disclosure controls and procedures.
Under the supervision and with the participation of management, our chief executive officer and chief financial officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”), as of December 31, 2004 Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective and adequately designed to ensure that the information required to be disclosed by us in the reports we submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information was accumulated and communicated to our chief executive officer and chief financial officer, in a manner that allowed for timely decisions regarding required disclosure. The auditors did not test the effectiveness of nor relied on the internal controls of the Company for the fiscal quarters ended December 31, 2004 and 2003.
16
(b) Changes in internal controls over financial reporting.
During the year ended December 31, 2004, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 8B. OTHER INFORMATIONNone.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACTThe following table sets forth certain information regarding our executive officers and directors: as of December 31, 2004:
Name Age Position
Eric Montandon 39 Chief Executive Officer, Chief Financial Officer, Director
Alfredo "Alex" Cruz 45 Secretary
Brian Hodgson 41 Director
The directors and officers are elected and will serve until the next annual meeting of the shareholders or until their death, resignation, retirement, removal, disqualification, or until their successors have been duly elected and qualified. All officers serve at the will of the Board of Directors.
ERIC MONTANDON has served as director since April 2000, and served as chief executive officer and chief financial officer from May 2001 through the present. Mr. Montandon is an established entrepreneur, and has 12 years of corporate management experience. He is currently serving on the Board of Directors of WWA Group, Inc. and Net Telecommunications, Inc.
ALFREDO CRUZ has served as secretary since 2000 through the present. Mr. Cruz has an established corporate legal practice in Manila, the Philippines, and has 15 years of experience in corporate law.
BRIAN HODGSON served as chief executive officer from February 2000 until May 2001. He also has served as director from February 2000 through the present. Mr. Hodgson has over twenty years experience in upper level management in a variety of industries particularly in technology development and software design and implementation fields.
CORNELIS VAN LIESHOUT served as director from April 2001 until he resigned in October 2004.
17
Significant employees
The Company has no present employees who are expected to make a significant contribution to the Company’s business other than the Company’s current officer and directors. It is expected that the current member of management will be the only individual whose activities will be material to the Company’s operations. Members of management are the only persons who may be deemed to be promoters of the Company.
Family relationships
There are no family relationships between any directors or executive officers of the Company either by blood or by marriage.
Involvement in certain legal proceedings
During the past five years, no present or former director, person nominated to become a director, executive officer, promoter or control person of the Company:
|
(1) was a general partner or executive officer of any business which filed a petition in bankruptcy or against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time; |
|
(2) was convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
|
(3) was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or |
|
(4) was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. |
Compliance with Section 16 of the Exchange Act
Section 16(a) of the Exchange Act requires directors, officers and persons who own more than 5% of a registered class of our equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Directors, officers and greater than 5% shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon our review of the copies of such forms that we received during the fiscal year ended December 31, 2003, we believe that each person who at any time during the fiscal year was a director, officer or beneficial owner of more than 5% of our common stock complied with all Section 16(a) filing requirements during such fiscal year, except Ko Jen Wang, Eric Montandon, Alfredo Cruz, Carl van Lieshout and Brian Hodgson.
18
The following table shows compensation earned during fiscal 2004, 2003 and 2002 by the chief executive officer and by any other executive officers whose compensation during one of the three fiscal years totaled $100,000 or more. The information in the table includes salaries, bonuses, stock options granted, restricted stock awards granted and other miscellaneous compensation. We presently have no long term compensation benefits.
SUMMARY COMPENSATION TABLE
------------------------------ ----------------------------------------- -------------------------------------------------------
Annual Compensation Long Term Compensation
------------------------------ ----------------------------------------- -------------------------------------------------------
------------------------------------------------------------------------ -------------------------- ----------------------------
Awards Payouts
------------------------------------------------------------------------ -------------------------- ----------------------------
------------------------- ------- ---------- --------- ----------------- ------------ ------------- ---------- -----------------
Restricted Securities
Name and Principal Other Annual Stock Underlying LTIP All Other
Position Year Salary Bonus Compensation Award(s) Options payouts Compensation
($) ($) ($) ($) SARs(#) ($) ($)
------------------------- ------- ---------- --------- ----------------- ------------ ------------- ---------- -----------------
------------------------- ------- ---------- --------- ----------------- ------------ ------------- ---------- -----------------
Eric 2004 - - - - - - -
Montandon 2003 - - - - - - -
Chief executive 2002 - - - - - - -
officer, chief
financial officer, and
principal accounting
officer
------------------------- ------- ---------- --------- ----------------- ------------ ------------- ---------- -----------------
Director Compensation
None.
Employment contracts and termination of employment and change-in-control arrangements
There are no employment contracts, compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer of the Company which would in any way result in payments to any such person because of his or her resignation, retirement or other termination of employment with the Company or its subsidiaries, any change in control of the Company or a change in the person’s responsibilities following a change in control of the Company.
There are no agreements or understandings for any director or executive officer to resign at the request of another person. None of the Company’s directors or executive officers is acting on behalf of or will act at the direction of any other person.
The Company presently has no employment agreements with any of its executive officers.
Compensation pursuant to plans; pension table
There were no stock awards, restricted stock awards, stock options, stock appreciation rights, long-term incentive plan compensation or similar rights granted to any of our officers or directors. None of our officers or directors presently holds directly any stock options or stock purchase rights. We have no retirement, pension, profit sharing, or other plan covering any of our officers and directors.
19
We have adopted no formal stock option plans for our officers, directors and/or employees. We reserve the right to adopt one or more stock options plans in the future. Presently we have no plans to issue additional shares of our common or preferred stock or options to acquire the same to our officers, directors or their affiliates or associates.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSThe following table sets forth certain information concerning the ownership of the Company’s common stock as of January 30, 2006, with respect to: (i) each person known to the Company to be the beneficial owner of more than five percent of the Company’s common stock; (ii) all directors; and (iii) directors and executive officers of the Company as a group. The notes accompanying the information in the table below are necessary for a complete understanding of the figures provided below. As of January 30, 2006, there were 32,401,920 shares of common stock issued and outstanding.
-------------------------------------------------------------------------------------------------------------------
Title of Class Name and Address Nature of Ownership Number of Shares % of Class *
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Common Eric Montandon Legal 328,132 1.0%
Chief Executive Officer, Chief
Financial Officer and Director
2465 West 12th Street, Suite # 2,
Tempe, AZ 85281-6935
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Common Alfredo "Alex" Cruz
Director
2465 West 12th Street, Suite # 2, Legal 271,868 0.8%
Tempe, AZ 85281-6935
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Common Brian Hodgson
Director
2465 West 12th Street, Suite # 2, Legal 200,000 0.6%
Tempe, AZ 85281-6935
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Common Ko Jen Wang Legal 5,600,000 17.28%
2465 West 12th Street, Suite # 2,
Tempe, AZ 85281-6935
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Common All executive officers and directors Legal 800,000 2.4%
as a group (3)
-------------------------------------------------------------------------------------------------------------------
All common shares held by the officers, directors and principal shareholders listed above are restricted or control securities and are subject to limitations on resale. The shares may be sold in compliance with the requirements of Rule 144, after a minimum one year holding period has been met.
Rule 13d-3 generally provides that beneficial owners of securities include any person who directly or indirectly has or shares, voting power and/or investment power with respect to such securities; and any person who has the right to acquire beneficial ownership of such security within 60 days.
Any securities not outstanding which are subject to options, warrants or conversion privileges exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person. But such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person.
20
Changes in control
There are no present arrangements or pledges of the Company’s securities, known to management, which may result in a change in control of the Company
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSTransaction with Management and Others
During the past two years, there have been no material transactions or series of similar transactions to which The Company or any of our subsidiaries were or are to be a party, in which the amount involved exceeds $60,000 and in which any promoter, founder, director or executive officer, or any security holder who is known to us to own of record or beneficially more than five percent of the our common stock, or any member of the immediate family of any of the foregoing persons, had a material interest, and none is presently proposed
ITEM 13. EXHIBITSExhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits on page 24 of this Form 10-KSB, and are incorporated herein by this reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESAudit Fees
The following is a summary of the fees billed to us by Moore & Associates for professional services rendered for the past two fiscal years:
--------------------------- ------------------------- -------------------------
Fee Category Fiscal 2004 Fees Fiscal 2003 Fees
--------------------------- ------------------------- -------------------------
--------------------------- ------------------------- -------------------------
Audit $2,500.00 $2,500.00
Fees
--------------------------- ------------------------- -------------------------
--------------------------- ------------------------- -------------------------
Tax - -
Fees
--------------------------- ------------------------- -------------------------
--------------------------- ------------------------- -------------------------
All Other - -
Fees
--------------------------- ------------------------- -------------------------
--------------------------- ------------------------- -------------------------
Total Fees $2,500.00 $2,500.00
--------------------------- ------------------------- -------------------------
Audit Fees consist of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by Moore & Associates in connection with statutory and regulatory filings or engagements.
21
The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services, and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.
22
In accordance with the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Asia4Sale.com, Inc.
Date: January 30, 2006
By: /s/ Eric Montandon
Eric Montandon Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and DirectorIn accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant, in the capacities and on the dates indicated.
Signature Title Date
/s/ Eric Montandon Director January 30, 2006
Eric Montandon
23
|
Exhibit No. |
Page No. |
Description |
|
3(i) |
* |
Articles of Incorporation of the Company (incorporated by reference to the Form 10-12G filed with the Commission on October 20, 1999). |
|
3(ii) |
* |
By-laws of the Company (incorporated by reference to the Form 10-12G filed with the Commission on October 20, 1999). |
|
31 |
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
|
32 |
Certification of the 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. |
24