PINX:FAHLF First Asia Holdings Ltd Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2012


[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ___________ to ______________


Commission File Number: 000-30801   


FIRST ASIA HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

Canada

 

N/A

(State or other jurisdiction of incorporation)

 

(IRS Employer Identification Number)

 

14/F, 6 Knutsford Terrace

Tsim Sha Tsui

Kowloon, Hong Kong

(Address of principal executive offices)

(852) 2581 0708

(Registrant’s telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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.  [ X ] Yes   [ ] No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ) [  ] Yes [ X ] No.


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer [ ]

Accelerated filer [ ]

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

Smaller reporting company [ X ]





1







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


As of May 21, 2012 the Issuer had 59,743,584 shares of common stock issued and outstanding.






2






PART I-FINANCIAL INFORMATION


ITEM 1.

FINANCIAL STATEMENTS.


The financial statements of First Asia Holdings Limited, a Canadian corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission.  Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company in the Company's Form 10-K, and all amendments thereto, for the fiscal year ended March 31, 2012.






FIRST ASIA HOLDINGS LIMITED

FINANCIAL STATEMENTS

PERIOD ENDED MARCH 31, 2012



INDEX TO FINANCIAL STATEMENTS:

Page

 

 

Balance Sheet

4

 

 

Statements of Operations

5

 

 

Statements of Cash Flows

6

 

 

Notes to Unaudited Financial Statements   

7-13





















3






FIRST ASIA HOLDINGS LIMITED

Condensed Consolidated Balance Sheets

(Stated in Canadian Dollars)

As of March 31, 2012 and September 30, 2011


 

 

March 31

 

September 30

 

 

 

2012

 

2011

 

 

 

(Unaudited)

 

(Audited)

 

ASSETS

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalent

$

452,353

$

522,245

 

Loans and advances

 

4,190,831

 

3,194,582

 

      Prepayment, deposits and other receivable

 

1,500,670

 

2,507,606

 

Total current assets

 

 

 

6,224,433

 

   Goodwill

 

4,200,376

 

4,200,376

 

Property, plant and equipment (note 5)

 

18,421,395

 

18,828,626

 

 

 

 

 

 

 

TOTAL ASSETS

$

28,765,625

$

29,253,435

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Current liabilities

 

 

 

 

 

      Bank overdraft - secured

$

726,973

$

-

 

      Mortgage payable

 

6,676,303

 

7,582,762

 

Accounts payable and accrued liabilities

 

277,276

 

328,486

 

Accounts payable, related parties

 

5,327,003

 

5,124,768

 

      Income taxes payable

 

70,020

 

45,859

 


 

 

 

 

 

Total current liabilities

 

 

 

13,081,875

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

13,077,575

 

13,081,875

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

  First preference shares without par value, authorized -

 

 

 

 

 

    Unlimited; issued and outstanding – Nil

 

-

 

-

 

  Common shares without par value, authorized – unlimited;

 

 

 

 

 

    Issued and outstanding: 59,032,584 at March 31, 2012 and

    September 30, 2011)

 

20,824,272

 

20,824,272

 

 

 

 

 

 

 

Deficits

 

(5,154,355)

 

(4,666,516)

 

 

 

 

 

 

 

TOTAL STOCKHOLDERS’ SURPLUS – First Asia Holdings Ltd.

 

15,669,917

 

16,157,756

 

 

 

 

 

 

 

Non-controlling interests

 

18,133

 

13,804

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

28,765,625

$

29,253,435

 




See Notes to Consolidated Financial Statements





4







FIRST ASIA HOLDINGS LIMITED

Condensed Consolidated Statements of Operations

(Stated in Canadian Dollars)

For the Three Months Ended March 31, 2012

And for the Three Months Ended March 31, 2011



 

 

6 months ended March 31

 

3 months ended March 31

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

REVENUE

$

451,264

 

59,002

 

164,581

 

53,576

 

 

 

 

 

 

 

 

 

COST OF SALES

 

-

 

(4,683)

 

-

 

(2,136)

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

451,264

 

54,319

 

164,581

 

51,440

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 Selling and distribution

 

16,350

 

4,150

 

3,878

 

3,602

 General and administrative

 

917,421

 

252,210

 

511,227

 

173,989


LOSS FROM OPERATIONS

 


(482,507)

 

(202,041)

 


(350,524)

 


(126,151)

 

 

 

 

 

 

 

 

 

Other income

 

23,863

 

1,559

 

19,260

 

1,547

Loss on disposal of subsidiaries

 

-

 

(72,840)

 

-

 

(72,840)

 

 

 

 

 

 

 

 

 

 

$

(458,644)

 

(273,322)

 

(331,264)

 

(197,444)

 

 

 

 

 

 

 

 

 

Taxation

 

(24,615)

 

-

 

(14,879)

 

-

 

 

 

 

 

 

 

 

 

 

 

(483,259)

 

(273,322)

 

(346,143)

 

(197,444)

 

 

 

 

 

 

 

 

 

Attributable to non-controlling

 

(4,580)

 

13,483

 

(4,329)

 

13,483

  interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(487,839)

 

(259,839)

 

(350,472)

 

(183,961)

 

 

 

 

 

 

 

 

 

NET LOSS PER SHARE

 

 

 

 

 

 

 

 

 - BASIC AND DILUTED

$

(0.008)

 

(0.004)

 

(0.006)

 

(0.003)

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE SHARE

OUTSTANDING

 

 

 

 

 

 

 

 

BASIC AND DILUTED

 

59,032,584

 

59,032,584

 

59,032,584

 

59,032,584

 

 

 

 

 

 

 

 

 



See Notes to Financial Statements




5








FIRST ASIA HOLDINGS LIMITED

Condensed Statement of Cash Flows

(Stated in Canadian Dollars)

For the Three Months Ended March 31, 2012

And For the Three Months Ended March 31, 2011



 

6 months ended

 

6 months ended

 

 

March 31, 2012

 

March 31, 2011

 

 

(unaudited)

 

(unaudited)

 

Cash flows from operating activities

 

 

 

 

Loss for the period

(458,644)

 

(273,322)

 

Adjustments to reconcile net income to net

 

 

 

 

Cash (used in) provided by operating activities:

 

 

 

 

Amortization and depreciation

407,231

 

2,995

 

             Net change by way of purchases and disposal of

-

 

(71,210)

 

                  Subsidiaries

 

 

 

 

 Cash effect of changes in:

 

 

 

 

   Accounts receivable and other receivable

-

 

2,147

 

     Deposit and prepayment

1,006,936

 

17,760

 

     Loan receivable

(996,249)

 

-

 

   Accounts payables and accrued liabilities

(51,210)

 

(11,725)

 

 

 

 

 

 

Net cash outflow from operating activities

(91,936)

 

(333,355)

 

 

 

 

 

 

Financing activities

 

 

 

 

   New fund from bank overdraft

726,973

 

-

 

   Advance from shareholders

201,530

 

-

 

   Repayment of mortgage loan

(906,459)

 

-

 

Net cash inflows from financing activities

 

 

-

 

 

 

 

 

 

Net decrease in cash and cash equivalents

(69,892)

 

(333,355)

 

 

 

 

 

 

Cash and cash equivalents - beginning of period

522,245

 

399,298

 

 

 

 

 

 

Cash and cash equivalents - end of period

452,353

 

65,943

 

 

 

 

 

 







See Notes to Financial Statements











6







First Asia Holdings Limited

Notes to the Interim Financial Statements

March 31, 2012 (unaudited)


1.  BASIS OF PRESENTATION


The accompanying interim consolidated financial statements of First Asia Holdings Limited (the "Company") are unaudited and have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") for interim financial statements. Accordingly, they do not include certain disclosures normally included in annual financial statements prepared in accordance with such principles.


These interim consolidated financial statements do not materially differ from United States generally accepted accounting principles ("US GAAP") for interim financial statements.


In preparing these interim financial statements, management was required to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. In the opinion of management, these interim financial statements reflect all adjustments (which include only normal, recurring adjustments) necessary to state fairly the results for the periods presented. Actual results could differ from these estimates and the operating results for the interim period presented is not necessarily indicative of the results expected for the full year.


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(a) Principles of consolidation


In preparing these consolidated financial statements, management was required to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. In the opinion of management, these financial statements reflect all adjustments (which include only normal, recurring adjustments) necessary to state fairly the results for the periods presented. Actual results could differ from these estimates and the operating results for the interim period presented is not necessarily indicative of the results expected for the full year/period.


For the period ended and as of March 31, 2012, the consolidated financial statements include the accounts of the Company and the following subsidiaries:


A) Wholly-owned subsidiaries


1.

Vagas Lane Limited

2.

First Asia Finance Limited

3.

Hung Lee Development Limited

4.

Paris Sky Limited

5.

Galaxy Garment Limited


B) Non-wholly-owned subsidiary


1.

First Asia Estate Limited (60% owned)


All significant inter-company balances and transactions have been eliminated.





7







(b) Economic and Political Risk


All the Company’s operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.


The Company’s major operations in Hong Kong are subject to considerations and significant risks typically associated with economies in North America and Western Europe. These include risks associated with, among others, the political, economic, and legal environment. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things.


(c)

Cash and Cash Equivalents


The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.


(d)

Accounts Receivable


Trade receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. Bad debts incurred during the quarter ended March 31, 2012 is Nil.


(e)

Loans and Advances


Interest income is recorded on an accrual basis to the extent that such amounts are expected to be collected. Origination and/or closing fees associated with investments in portfolio companies are accreted into income over the respective terms of the applicable loans. Upon the prepayment of a loan or debt security, any prepayment penalties and unamortized loan origination, closing and commitment fees are recorded as income. Prepayment premiums are recorded on loans when received.


For loans with contractual payment-in-kind interest or dividends, which represent contractual interest/dividends accrued and added to the loan balance or liquidation preference


(f)

Property, Plant and Equipment


Property, Plant and equipment are carried at cost less accumulated depreciation. The cost of maintenance and repairs is charged to the statement of operations as incurred, whereas significant renewals and betterments are capitalized. The cost and the related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of operations.


(g)

Depreciation and Amortization


The Company provides for depreciation of property, plant and equipment principally by use of the straight-line method for financial reporting purposes. Property, Plant and Equipment are depreciated over the following estimated useful lives:







8






Leasehold land and building

50 years

Leasehold improvement

5 years

        

Office equipment               

4 years

Computer equipment

4 years


(h)

Accounting for the Impairment of Goodwill


ASC 350 (“Intangibles-Goodwill and Other”) requires that goodwill and intangible assets that have indefinite lives not be amortized but, instead, tested at least annually for impairment. Management uses a discounted cash flow analysis, which requires that certain assumptions and estimates be made regarding industry economic factors and future profitability of acquired businesses to assess the need for an impairment charge. The Company has elected the fourth quarter to complete its annual goodwill impairment test.


The book values of goodwill are tested annually for impairment, or more frequently, if facts and circumstances indicate the need. Fair value measurement techniques, such as the discounted cash flow methodology, are utilized to assess potential impairments. The testing is performed at the reporting unit level, which can be either an operating segment or one level below operating segment. In the discounted cash flow method, the Company discounts forecasted performance plans to their present value. The discount rate utilized is the weighted average cost of capital for the reporting unit, calculated as the opportunity cost to all capital providers weighted by their relative contribution to the reporting unit’s total capital and the risk associated with the cash flows and the timing of the cash flows. Comparison methods (e.g., peer comparables) and other estimation techniques are used to verify the reasonableness of the fair values derived from the discounted cash flow assessments.


The impairment test is performed in two stages. If the first stage does not indicate that the carrying values of the reporting units exceed the fair values, the second stage is not required. When the first stage indicates potential impairment, the company has to complete the second stage of the impairment test and compare the implied fair value of the reporting units’ goodwill to the corresponding carrying value of goodwill.

Subsequent to the annual impairment test, the Company undertook a review of its current strategy and determined that there was both a decrease in its future projected income based on the current environment and a need for a new management strategy. For the period ended March 31, 2012 and the year ended September 30, 2011, there was no impairment charge recognized.


(i) Income Tax


The Company has adopted the provisions of statements of Financial Accounting Standards No. 109, "Accounting for Income Taxes," which incorporates the use of the asset and liability approach of accounting for income taxes. The Company allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.


The Company's income tax expense for quarter ended March 31, 2012 was CAD14,879.









9






(j) Fair Value of Financial Instruments


The carrying amounts of the Company's cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short maturity of these items. Term debt secured by various properties have interest rates attached to them commensurate with the finance market at the time and management believes approximate fair values in the short as well as the long term. It is currently not practicable to estimate the fair value of the other debt obligations because these note agreements contain unique terms, conditions, covenants and restrictions which were negotiated at arm's length with the Company's lenders, and there is no readily determinable similar instrument on which to base an estimate of fair value. Accordingly, no computation or adjustment to fair value has been determined.


(k) Valuation of Long-Lived Assets


Long-lived tangible assets and definite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company uses an estimate of undiscounted future net cash flows of the assets over the remaining useful lives in determining whether the carrying value of the assets is recoverable. If the carrying values of the assets exceed the expected future cash flows of the assets, the Company recognizes an impairment loss equal to the difference between the carrying values of the assets and their estimated fair values.


Impairment of long-lived assets is assessed at the lowest levels for which there are identifiable cash flows that are independent from other groups of assets. The evaluation of long-lived assets requires the Company to use estimates of future cash flows. However, actual cash flows may differ from the estimated future cash flows used in these impairment tests. As of March 31, 2012, management does not believe any of the Company’s assets were impaired.



(l)

Revenue Recognition


1) Revenue from invoiced value of goods sold is recognized upon the delivery of goods to customers. Pursuant to the guidance of ASC Topic 605 and ASC Topic 36, revenue is recognized when all of the following criteria are met:

 

a)

Persuasive evidence of an arrangement exists,

b)

Delivery has occurred or services have been rendered,

c)

The seller's price to the buyer is fixed or determinable, and

d)

Collectibility is reasonably assured.


2) Interest income on loans is recognized using the effective interest method.

3) Service income is recognized when the services are rendered.

4) Rental income is recognized in accordance with the lease terms.



(m)

Earnings Per Share


Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the year. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been




10






issued and if the additional common shares were dilutive.  As of March 31, 2012, there was no common share equivalents outstanding.


(n)

Use of Estimates


The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from those results.


Significant estimates and assumptions include allocating purchase consideration issued in business combinations and valuing equity securities issued in financing transactions and the carrying amounts of intangible assets. Certain estimates, including accounts receivable and the carrying amounts of intangible assets (including present value of future cash flow estimates) could be affected by external conditions including those unique to our industry and general economic conditions. It is reasonably possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates.

 

We re-evaluate all of our accounting estimates at least quarterly based on these conditions and record adjustments, when necessary.

 

(o)

 Retirement Benefits


Hong Kong mandates companies to operate a mandatory provident fund scheme, which is available to all employees in Hong Kong. Both the Company and the employees are required to contribute 5% per month of the employees’ relevant income.  Contributions from the Company are 100% vested in the employees as soon as they are paid to the scheme.  Contributions to the scheme are expensed in the statement of operations as they become payable in accordance with the rules of the scheme.  The assets of the scheme are held separately from those of the Company and managed by independent professional fund managers.  The Company provides no other retirement benefits to its employees.



(p)

Comprehensive Income


Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements.  Comprehensive income includes net income and the foreign currency translation gain, net of tax.


(q) Foreign Currency Translation


Our reporting currency is the Canadian dollar.  The functional currency of the Company’s operating business based in Hong Kong is Hong Kong dollar. For our subsidiaries whose functional currencies are Hong Kong dollar, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the exchange rate in effect as of the end of the period, and equity is translated at historical exchange rates. Translation adjustments resulting from the process of translating the functional currency financial statements into Canadian dollars are included in comprehensive income. 

 




11






Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods. All of our revenue transactions are transacted in the functional currency. We have not entered into any material transactions that are either originated, or to be settled, in currencies other than Hong Kong dollar. Accordingly, transaction gains or losses have not had, and are not expected to have a material effect on our results of operations.

 

Period end exchange rates used to translate assets and liabilities and average exchange rates used to translate results of operations in each of the reporting periods are as follows:

 

 

 

Three months ended 
 March 31, 2012

 

Three months ended
March 31, 2011

 

Period end CAD$: HK$ exchange rate

 

 

7.7854

 

 

7.6168

 

Average periodic CAD$: HK$ exchange rate

 

 

7.7354

 

 

7.6265

 

 


(r)

Related Parties


Parties are considered to be related to the company if the company has the ability, directly or indirectly, to control the party, or exercise significant influence over the party in making financial and operating decisions, or vice versa; or where the company and the party are subject to common control or common significance. Related parties may be individuals (being members of key management personnel, significant shareholders and/or their close family members) or other entities which are under the significant influence of related parties of the company where those parties are individuals, and post-employment benefit plans which are for the benefits of employees of the company or of any entity that is a related party of the company.


(s)   Recent Accounting Pronouncements


In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. The amendments change the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about the fair value measurements. The amendments include the following:

 

- Those that clarify the intent of the Company’s Board of Directors regarding the application of existing fair value measurement and disclosure requirements.


-

Those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements.


The amendments in this Update are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011.  Early application by public entities is not permitted.  

   

The Company is currently evaluating the impact of this standard and do not expect its adoption have a material impact on the Company’s condensed consolidated financial statements.

 

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. Under the amendments, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The presentation option under current GAAP to present the components of other comprehensive income as part of the statement of changes in shareholders’ equity has been eliminated.




12






 

The amendments in this Update should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted because compliance with amendments is already permitted. The Company already complies with this presentation.

 

In September 2011, the FASB issued guidance on testing goodwill for impairment (ASU 2011-8). The new guidance provides an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that this is the case, it is required to perform the currently prescribed two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized for that reporting unit (if any). If an entity determines that the fair value of a reporting unit is less than its carrying amount, the two-step goodwill impairment test is not required. The new guidance will be effective for us beginning July 1, 2012.


3.  GOING CONCERN


These interim financial statements have been prepared on a going concern basis, which assume that the Company will continue in operation for the foreseeable future and accordingly will be able to realize its assets and discharge its liabilities in the normal course of operations.


4.  CONCENTRATION OF CREDIT RISK OF LOANS RECEIVABLES


The Company has no significant off-balance sheet concentration of credit risk such as foreign exchange contracts, options contracts or other foreign currency hedging arrangements. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of loans receivable. Concentration of credit risk with respect to loans receivable is limited.  The Company regularly monitors the creditworthiness of these borrowers and believes that it has adequately provided for exposure to potential credit losses.


5.   PROPERTY, PLANT AND EQUIPMENT


 

 

 

 

 

March 31

 

September 30

 

 

 

Accumulated

 

2012

 

2011

 

Cost

 

Depreciation

 

Net

 

Net

 

 

 

 

 

 

 

 

Leasehold land and building

18,822,222

 

529,740

 

18,292,482

 

18,679,468

 

 

 

 

 

 

 

 

Leasehold improvement

119,949

 

27,148

 

92,801

 

108,203

 

 

 

 

 

 

 

 

Office equipment and furniture

29,428

 

6,756

 

22,672

 

26,414

 

 

 

 

 

 

 

 

Computer equipment

16,786

 

3,346

 

13,440

 

14,540

 

 

 

 

 

 

 

 

 

18,988,385

 

566,990

 

18,421,395

 

18,828,626












13






6.  BANK OVERDRAFT -SECURED


The bank overdraft is secured by the company’s land and building. It bears an interest rate equal to the Hong Kong prime rate. It is repayable on demand.



7.  ACCOUNTS PAYABLES AND ACCRUED LIABILITIES


The balances represent mainly trade payables and accrued professional fees which are all current.


8.

COMMON SHARES


During the quarter ended March 31, 2012, no common shares were issued.


9. SUBSEQUENT EVENT


On April 10, 2012, a total of 711,000 restricted shares of the Company were issued at a price of US$0.7 to raise approximately US$497,700 for additional working capital of the Company.







14






ITEM 2.

 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS.


SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS


CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-Q AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.


Overview and Recent Developments


First Asia Holdings Limited, (hereinafter referred to as “We,” “Us,”  “First Asia,” the “Company”, or the “Registrant”) is a publicly traded company whose shares trade on the OTCBB market (the “OTCBB”) under the trading symbol “FAHLF”.   The Company was organized under the laws of Ontario, in March 1993.   Currently, the Company, through its subsidiaries, is carrying on regulated money lending business and construction business in Hong Kong. The Group also owns a 19-storey industrial/commercial building in Hong Kong. The building is leased out for rental income. The Company is located at 14/F, 6 Knutsford Terrace, Tsim Sha Tsui, Kowloon, Hong Kong.  

  

The Chart below depicts the corporate structure of the Company as of the date of this 10-Q.  Except for First Asia Estate Limited which is a 60% subsidiary, the Company effectively owns 100% of the capital stock of all subsidiaries.





15






[fahl_10qmar3112finalv2001.jpg]


Results of Operations


The following discussion and analysis provide information that we believe is relevant to an assessment and understanding of our results of operation and financial condition for the fiscal period ended March 31, 2012 as compared to the fiscal period ended March 31, 2011.  The following discussion should be read in conjunction with the Financial Statements and related Notes appearing elsewhere in this Form 10-Q.  All figures herein are stated in Canadian dollars


THREE MONTHS ENDED MARCH 31, 2012 COMPARED TO THREE MONTHS ENDED MARCH 31, 2011


Revenues.  During the fiscal period ended March 31, 2012, the Company had operating revenues of CAD $_164,581, as compared to revenues of CAD $53,576 for the fiscal period ended March 31, 2011, an increase of $111,005, or approximately 207%.  Revenue increased because in late-February 2011, the Company acquired several operating and revenue-generating subsidiaries which comprised 4 main streams of businesses in Hong Kong: a) regulated money lending business; b) Construction and related business; c) Regulated real estate agency business; and d) regular rental income from leasing out of an investment properties. For the fiscal period ended March 31, 2011, the Company has only minimal cash sales of health products.


Costs of Revenue.  The cost of revenue for the fiscal period ended March 31, 2012 was nil, as compared to CAD $2,136 for the fiscal period ended March 31, 2011, a decrease of $2,136, or 100%. The decrease is



16






because no direct cost is attributable to the revenue earned. All the costs incurred during the period are attributable to either Selling/Distribution costs or General and Administrative Expenses.


Operating Expenses.  Operating expenses for the fiscal period ended March 31, 2012 were CAD $515,105.  Of this, CAD $3,878 was allocated to Selling and Distribution, CAD $511,227 was allocated to General and Administrative Expenses.  Operating expenses for the fiscal period ended March 31, 2011 were CAD $177,591.  Of this, CAD $3,602 was allocated to Selling and Distribution, CAD $173,989 was allocated to General and Administrative Expenses. The increase in operating expenses is caused by the increase in operation scale resulted from the operating and revenue-generating subsidiaries. Out of the General and Administrative Expenses for the quarter ended March 31, 2012, of the CAD$511,227, CAD$245,622 is attributable to depreciation of the land and building which is a non-cash item. The remaining increase is mainly caused by increase in salaries.


Net loss.  The Company had a net loss for the fiscal period ended March 31, 2012 of CAD $350,472, as compared to a net loss of CAD $183,961 for the fiscal period ended March 31, 2011.


Liquidity and Capital Resources.


The Company anticipates that the existing cash and cash equivalents on hand, together with the net cash flows generated from its business activities will be sufficient to meet the working capital requirements for the on-going projects and to sustain the business operations for the next twelve months.  In particular, the interest income from the money-lending business is on a steady growth trend as the bad debt rate is kept to a minimal.


As of March 31, 2012, our balance sheet reflects that we have cash and cash equivalents of CAD $452,353, total current assets of CAD $6,143,854, total assets of CAD $28,765,625, total liabilities of CAD $13,077,575, and total stockholders’ equity of CAD $15,669,917.  The net cash used by operating activities for the fiscal period ended March 31, 2012 was CAD $91,936.  The net cash used in investing activities for the fiscal period ended March 31, 2012 was CAD $Nil.


In addition, Subsequent to the period ended March 31, 2012, on April 10, 2012, the Company conducted a private placement offering pursuant to which a total of 711,000 restricted shares of the Company were issued at a price of US$0.7 to raise approximately US$497,700 for additional working capital of the Company.  For the above share issuances, the shares were not registered under the Securities Act of 1933 (the “Securities Act”) in reliance upon the exemptions from registration contained in Regulation S of the Securities Act.  No underwriters were used, nor were any brokerage commissions paid in connection with the above share issuances.  


Off Balance Sheet Arrangements


The Company does not have any off-balance sheet arrangements.


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Not Applicable.


ITEM 4.

CONTROLS AND PROCEDURES.


Disclosure Controls and Procedures





17






The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.


As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified.  Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.  



Changes in Internal Control over Financial Reporting


There was no change in the Company's internal control over financial reporting during the period ended March 31, 2012, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.




PART II-OTHER INFORMATION


ITEM 1.

LEGAL PROCEEDINGS.


We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting the Company, our common stock, any of our subsidiaries or of our Company's or our Company's subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.


ITEM 1A.

 RISK FACTORS.


Not Applicable.





18






ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


Subsequent to the period ended March 31, 2012, on April 10, 2012, the Company conducted a private placement offering pursuant to which a total of 711,000 restricted shares of the Company were issued at a price of US$0.7 to raise approximately US$497,700 for additional working capital of the Company.  For the above share issuances, the shares were not registered under the Securities Act of 1933 (the “Securities Act”) in reliance upon the exemptions from registration contained in Regulation S of the Securities Act.  No underwriters were used, nor were any brokerage commissions paid in connection with the above share issuances.  


ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.


None.


ITEM 4.

MINE SAFETY DISCLOSURES.


Not Applicable.


ITEM 5.    

OTHER INFORMATION.


None.


ITEM 6.

EXHIBITS.


(a)

The following exhibits are filed herewith:


31.1

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


31.2

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


32.1

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


32.2

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


FIRST ASIA HOLDINGS LIMITED


By: /s/   Luk Lai Ching Kimmy


Luk Lai Ching Kimmy, Chief Executive Officer


Date:  May 21, 2012




19



PINX:FAHLF First Asia Holdings Ltd Quarterly Report 10-Q Filling

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