SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X ] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2005 .
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to .
Commission file number: 0-27735
ASIA4SALE.COM, INC.
(Exact name of small business issuer as specified in its charter)
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2465 West 12th Street, Suite # 2, Tempe, AZ 85281-6935
(Address of Principal Executive Office) (Zip Code)
(480) 505-0070
(Issuer’s telephone number)
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
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 number of outstanding shares of the registrant's common stock, $0.001 par value (the only class of voting stock), as of September 30, 2005 was 32,401,920.
TABLE OF CONTENTS
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| Part I. - Financial Information | ||||||
| Item 1. Financial Statements | 3 | |||||
| 4 | ||||||
| 5 | ||||||
| 6 | ||||||
| 8 | ||||||
| 9 | ||||||
| Item 3. Controls and Procedures | 12 | |||||
| Part II. - Other Information | ||||||
| Item 1. Legal Proceedings | 13 | |||||
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 13 | |||||
| Item 3. Defaults Upon Senior Securities | 13 | |||||
| Item 4. Submission of Matters to a Vote of Security Holders | 13 | |||||
| Item 5. Other Information | 12 | |||||
| Item 6. Exhibits | 13 | |||||
| Signatures | 14 | |||||
| Exhibits | 15 | |||||
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
As used herein the terms “Company,” “our,” “we,” and “us” refer to Asia4Sale.com, Inc., unless otherwise indicated. In the opinion of management, the accompanying unaudited financial statements included in this Form 10-QSB reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.
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ASIA4SALE.COM, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
September 30, December 31,
2005 2004
------------------ --------------------
------------------ --------------------
(Unaudited)
CURRENT ASSETS
Cash $ 6,487 $ 2,625
--- -------------- --- ----------------
Total Current Assets 6,487 2,625
--- -------------- --- ----------------
FIXED ASSETS
Equipment, Net 10,551 14,941
--- -------------- --- ----------------
Total Fixed Assets 10,551 14,941
--- -------------- --- ----------------
OTHER ASSETS
Other receivables - 282,819
Equity investment 1,733,277 1,403,619
Net assets of discontinued operations - -
Deposit 4,950 4,950
-------------- --- ----------------
Total Other Assets 1,738,227 1,691,388
--- -------------- --- ----------------
TOTAL ASSETS $ 1,755,265 $ 1,708,954
=== ============== === ================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable and accrued expenses $ 336,078 $ 375,321
Net liabilities from discontinued operations - 69,980
--- -------------- --- ----------------
Total Current Liabilities 336,078 445,301
--- -------------- --- ----------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; 100,000,000 shares authorized,
at $0.001 par value, 32,401,920 shares
issued and outstanding 32,402 32,402
Additional paid-in capital 2,250,641 2,250,641
Deficit accumulated prior to the development stage (1,200) (1,200)
Deficit accumulated during the development stage (862,656) (1,018,190)
--- -------------- --- ----------------
Total Stockholders' Equity (Deficit) 1,419,187 1,263,653
--- -------------- --- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 1,755,265 $ 1,708,954
=== ============== === ================
The accompanying notes are an integral part of these financial statements.
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ASIA4SALE.COM, INC.
(A Development Stage Company)
Statements of Operations (Unaudited)
From Inception
on July 9,
For the three Months Ended For the Nine Months Ended 1999 Through
September 30, September 30, September 30,
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------------------- ------------------
2005 2004 2005 2004 2005
-------------------- -------------------- ------------------- ------------------ -------------------
REVENUES $ - $ - $ - $ - $ -
--- ---------------- --- ---------------- -- ---------------- --- -------------- -- ----------------
EXPENSES
General and administrative 17,655 363 51,455 7,861 763,653
Depreciation 2,110 - 6,330 67,796
--- ---------------- --- ---------------- -- ---------------- --- -------------- -- ----------------
Total Expenses 19,765 363 57,785 7,861 831,449
--- ---------------- --- ---------------- -- ---------------- --- -------------- -- ----------------
OTHER INCOME
Gain on sale of investments - - - 54,320 65,084
Gain on equity investment 76,046 - 329,658 - 812,631
Interest income - - - - 24,511
--- ---------------- --- ---------------- -- ---------------- --- -------------- -- ----------------
Total Other Income 76,046 - 329,658 54,320 902,226
--- ---------------- --- ---------------- -- ---------------- --- -------------- -- ----------------
INCOME (LOSS) FROM
CONTINUING OPERATIONS 56,281 (363) 271,873 46,459 70,777
--- ---------------- --- ---------------- -- ---------------- --- -------------- -- ----------------
INCOME (LOSS) FROM
DISCOUNTINUED OPERATIONS - 9,326 (116,339) (20,856) (933,433)
--- ---------------- --- ---------------- -- ---------------- --- -------------- -- ----------------
NET INCOME ( LOSS) $ 56,281 $ 8,963 $ 155,534 $ 25,603 $ (862,656)
=== ================ === ================ == ================ === ============== == ================
BASIC LOSS PER SHARE $ 0.00 $ 0.00 $ 0.00 $ 0.00
=== ================ === ================ == ================ === ==============
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 32,401,920 32,401,920 32,401,920 32,401,920
=== ================ === ================ == ================ === ==============
The accompanying notes are an integral part of these financial statements.
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ASIA4SALE.COM, INC.
(A Development Stage Company)
Statements of Cash Flows (Unaudited)
From Inception
For the Nine on July 9,
Months Ended 1999 Through
September 30, September 30,
-------------------------------------
2005 2004 2005
---------------- ----------------- -------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 155,534 $ 25,603 $ (862,656)
Adjustments to reconcile net loss to
net cash used by operating activities:
Discontinued operations (69,980) (128,765) 747,114
Depreciation expense 6,330 - 67,796
Income from sale of investments - - (65,084)
Income from equity investment (329,658) - (812,631)
Changes in operating assets and liabilities
(Increase) decrease in receivables 282,819 (30,275) (45,358)
Increase (decrease) in accounts payable
and accrued expenses (39,243) (6,268) 332,198
--- ------------ --- ------------- --- ---------------
Net Cash Provided by (Used by) Operating
Activities 5,802 (139,705) (638,621)
--- ------------ --- ------------- --- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of investments - 151,782 75,483
Investment in subsidiaries - - (1,634,071)
Purchase of fixed assets (1,940) (8,500) (78,347)
--- ------------ --- ------------- --- ---------------
-
Net Cash Provided by (Used by) Investing
Activities (1,940) 143,282 (1,636,935)
--- ------------ --- ------------- --- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash - - 2,280,558
Capital contributed by shareholder - - 1,485
--- ------------ --- ------------- --- ---------------
Net Cash Provided by Financing Activities - - 2,282,043
--- ------------ --- ------------- --- ---------------
NET INCREASE ( DECREASE) IN CASH 3,862 3,577 6,487
CASH AT BEGINNING OF PERIOD 2,625 187 -
--- ------------ --- ------------- --- ---------------
CASH AT END OF PERIOD $ 6,487 $ 3,764 $ 6,487
=== ============ === ============= === ===============
The accompanying notes are an integral part of these financial statements.
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ASIA4SALE.COM, INC.
(A Development Stage Company)
Statements of Cash Flows (Unaudited) (continued)
SUPPLIMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ - $ - $ -
Income Taxes $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
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ASIA4SALE.COM, INC.
(A Development Stage Company)
Notes to the Financial Statements
NOTE 1 - ORGANIZATION AND HISTORYThe financial statements presented are those of Asia4Sale.com, Inc., (“Company”).
| The Company was incorporated under the laws of the State of Nevada on September 23, 1996. The Company was without operations during the period from September 23, 1996 to July 9, 1999. |
| In February of 2000, the Company acquired Hong Kong registered Asia4Sale.com, Ltd., and commenced planned principal operations as 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. The Company discontinued all operations associated with the development of Asia4Sale.com, Ltd., during the third quarter of 2000. |
| During June of 2000, the Company acquired a 49% interest in WWA World Wide Auctioneers, Inc., a Nevada registered company holding 100% of a British Virgin Island registered company, World Wide Auctioneers, Ltd. a company engaged in the operation of used heavy construction equipment auctions in Dubai, United Arab Emirates and other locations. |
| 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. |
| The Company had no products or services as of September 30, 2005 and remains focused on consummating a merger with or acquisition of an operating entity. |
| 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 its merger and/or acquisition strategy, 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. |
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The 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.
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. For additional information about risks and uncertainties that could adversely affect the Company’s forward-looking statements, please refer to our filings with the Securities and Exchange Commission, including its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004.
The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-QSB.
The Company
The Company is a corporation, organized and existing under the laws of the State of Nevada, having been incorporated in September 1996 as “H&L Investments, Inc.” The name of the corporation was changed to Asia4Sale.com, Inc., on December 22, 1999.
We are not currently engaged in any active business other than the search for an operating business to acquire.
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During June of 2000, the Company paid $970,000 to acquire 49% of World Wide Auctioneers, Inc., a Nevada registered corporation, holding 100% of a 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 the Company 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.
Plan of Operation
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. Management is continually investigating possible merger candidates and acquisition opportunities. However, management 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.
The Company anticipates that it will require only nominal capital to maintain its 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 does it 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.
Results of Operations
During the nine months ended September 30, 2005, the Company continued the search to identify a suitable business opportunity.
Net Losses
For the period from July 9, 1999 to September 30, 2005, the Company recorded a net loss of $862,656 which is attributable to losses from the discontinuation of business operations and to general and administrative expenses from continuing operations. General and administrative expenses included incorporation costs, accounting expenses, professional fees consulting fees, and costs associated with the preparation of disclosure documentation in connection with registration pursuant to the Exchange Act of 1934.
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During the nine month period ended September 30, 2005, we did not realize any revenues from operations though we did recognize a net income as a result of the “Gain on equity investment” of $329,658 in connection with our minority equity interest in WWA. The Company may continue realizing a net income through fiscal 2005 but we cannot determine whether we will ever generate revenues from operations.
Capital Expenditures
The Company expended no amounts on capital expenditures for the period from July 9, 1999 (inception) to September 30, 2005.
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 $6,487 and total assets of $1,755,265, with total liabilities of $336,078, as of September 30, 2005. The assets consisted primarily of investments totaling $1,733,277 related to our minority interest in WWA. Net stockholders’ equity in the Company was $1,419,187 at September 30, 2005.
Cash flow provided by operating activities was $5,802 for the nine month period ended September 30, 2005, as compared to cash flow used in operating activities of $139,705 for the nine month period ended September 30, 2004. The cash flow provided by operating activities in the current nine month period can be primarily attributed both to an increase in net income and to changes in operating assets and liabilities.
Cash flow used in investing activities was $1,940 for the nine month period ended September 30, 2005, as compared to cash flow provided by investing activities of $143,282 for the nine month period ended September 30, 2004. The cash flow used in investing activities during the current period is attributable to the purchase of fixed assets.
Cash flow provided from financing activities was $0 for the nine month periods ended September 30, 2005 and September 30, 2004.
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.
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Critical Accounting Policies
In the notes to the audited consolidated financial statements for the year ended December 31, 2004, included in the Company’ 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, which decreased to $862,656 as of September 30, 2005. 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 we will be able to obtain the necessary funding to allow us to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful.
ITEM 3. CONTROLS AND PROCEDURES.The 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 September 30, 2005. 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 September 30, 2005 and 2004.
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(b) Changes in internal controls over financial reporting.
During the quarter ended September 30, 2005, 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.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGSNone.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSNone.
ITEM 3. DEFAULTS UPON SENIOR SECURITIESNone.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSNone.
ITEM 5. OTHER INFORMATIONNone.
ITEM 6. EXHIBITSExhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits on page 15 of this Form 10-QSB, and are incorporated herein by this reference.
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In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Asia4Sale.com, Inc.
Date: January 31, 2006
By: /s/ Eric Montandon
Eric Montandon Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and Director14
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Exhibit No. |
Page No. |
Description |
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3(i) |
* |
Articles of Incorporation of the Company (incorporated by reference to the Form 10-12G filed with the Commission on October 20, 1999). |
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3(ii) |
* |
By-laws of the Company (incorporated by reference to the Form 10-12G filed with the Commission on October 20, 1999). |
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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 | |
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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. |