CHINA PROPERTIES DEVELOPMENTS INC - FORM 10-Q

Attached files

file	filename
EX-32.1 - CHINA PROPERTIES DEVELOPMENTS 10Q, CERTIFICATION 906, CEO/CFO - CHINA PROPERTIES DEVELOPMENTS INC	chinapropexh32_1.htm
EX-31.1 - CHINA PROPERTIES DEVELOPMENTS 10Q, CERTIFICATION 302, CEO - CHINA PROPERTIES DEVELOPMENTS INC	chinapropexh31_1.htm
EX-31.2 - CHINA PROPERTIES DEVELOPMENTS 10Q, CERTIFICATION 302, CFO - CHINA PROPERTIES DEVELOPMENTS INC	chinapropexh31_2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

o 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 000-50637

CHINA PROPERTIES DEVELOPMENTS, INC.

(Exact name of Registrant as Specified in its Charter)

Colorado	84-1595829
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

89 Chang’an Middle Rd.
Yangming International Tower, Flrs. 26/27
Xi’an, China	710061
(Address of principal executive offices)	(Zip Code)

86 29 85257560

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

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 o No o

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 definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).

Yes o No x

State the number of shares outstanding of each of the Issuer’s classes of common stock, as of the latest practicable date: $.001 par value per share: 19,050,825 outstanding as of November 1, 2009.

CHINA PROPERTIES DEVELOPMENTS, INC.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION			Page

	Item 1.	Financial Statements.	3
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	23
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	28
	Item 4T.	Controls and Procedures.	28

PART II - OTHER INFORMATION

	Item 1.	Legal Proceedings.	29
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	29
	Item 3.	Default upon Senior Securities.	29
	Item 4.	Submission of Matters to a Vote of Security Holders.	29
	Item 5.	Other Information.	29
	Item 6.	Exhibits.	29

SIGNATURES			30

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The consolidated financial statements of China Properties Developments, Inc. and subsidiaries (collectively, the “Company”), 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 as included in the Company’s Form 10-K for the year ended December 31, 2008.

CHINA PROPERTIES DEVELOPMENTS, INC.

Index to Consolidated Financial Statements

Period Ended September 30, 2009

	Page

Consolidated Balance Sheets	4

Consolidated Statement of Operations	5

Consolidated Statement of Cash Flows	6

Notes to Financial Statements	7

Table of Contents

CHINA PROPERTIES DEVELOPMENTS, INC.
CONSOLIDATED BALANCE SHEETS
AS OF September 30, 2009 AND 2008

ASSETS
(in '000 USD)	2009			2008
CURRENT ASSETS:
Cash and cash equivalents	$	699		$	813
Accounts receivable		402			894
Prepaid expenses		-			-
Inventory – real estate project costs (Note 4)		26,638			27,644
Advances to officers (Note 3)		2,151			1,241
Advances to employees (Note 3)		40			-
Other receivable		888			1,739
Loans to related parties (Note 3)		11,915			11,925
Total Current Assets		42,733			44,256
LONG-TERM INVESTMENT (Note 7)		592			591
PROPERTY AND EQUIPMENT (Note 5)		19,663			19,714
OTHER ASSETS:
Intangible assets (Note 6)		109			114
Restricted cash		582			1,071
Security deposit		128			128
		820			1,313
	$	63,807		$	65,874

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Bank loans (Note 8)	$	19,261		$	5,091
Accounts payable and accrued expenses		4,428			4,961
Deferred revenue (Note 2)		2,545			998
Taxes payable		3,451			900
Bank loan interest payable		1,529			810
Due to related parties (Note 3)		13,195			12,191
Due to officers (Note 3)		453			313
Due to employees		8			-
Customer security deposit		568			542
Current portion of mortgages payable		99			140
Total Current Liabilities		45,538			25,946

LONG-TERM LIABILITIES:
Mortgages payable (Note 9)		1,364			2,209
Notes payable (Note 9)		-			14,879
Current portion of mortgages payable		(99	)		(140	)
		1,265			16,949
STOCKHOLDERS’ EQUITY:
Common stock, no par value, 100,000,000 shares authorized;
19,050,825 shares issued and outstanding		273			273
Common stock, no par value, 100,000,000 shares authorized;		6,193			6,193
Additional paid-in capital		8,673			8,673
Retained earnings (deficit)		1,557			7,646
Accumulated other comprehensive income (Note 10)		306			194
		17,004			22,979
	$	63,807		$	65,874

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CHINA PROPERTIES DEVELOPMENTS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS

	For the Three Months Ended September 30						For the Nine Months Ended September 30
	2009			2008			2009			2008
SALES:
Revenues from sale of building space		-		$	4,329		$	78		$	28,218
Cost of sales		-			1,587			37			10,136
Gross profit from selling of space		-			2,742			41			18,082

Rental income (Note 3)		1,475			2,043			4,265			2,452
Less: Rental sharing expenses		1,192			2,033			3,420			2,033
Gross profit from rental activities		283			10			845			419
		283			2,752			886			18,501
OPERATING EXPENSES:
Bad debt expense		27			-			40			-
Depreciation		89			111			266			240
Legal and professional fees		20			48			29			103
Other general and administrative expenses		259			893			729			1,015
Sales taxes		7			1,583			21			1,776
Selling expenses		154			78			171			81
		556			2,713			1,255			3,215
Operating Income (loss)		(273	)		39			(369	)		15,286

OTHER INCOME (EXPENSE):
Interest income		-			46			1			50
Interest expenses		(551	)		(297	)		(1,756	)		(1,194	)
Miscellaneous		28			(1	)		0			10
Late delivery penalties		5			(14	)		21			(126	)
Total Other Income (Expense)		(517	)		(266	)		(1,734	)		(1,260	)


Net Income (Loss) Before Taxes		(791	)		(227	)		(2,103	)		14,026

PROVISION FOR TAXES		(198	)		-			(526	)		-

Net Income (Loss)		(592	)		(227	)		(1,577	)		14,026

OTHER COMPREHENSIVE INCOME (LOSS):
Effects of foreign currency conversion		(104	)		59			306			147

Comprehensive Income (Loss)	$	(697	)	$	(168	)	$	(1,270	)	$	14,173

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CHINA PROPERTIES DEVELOPMENTS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

	2009			2008
CASH FROM OPERATING ACTIVITIES:
Net income (loss)	$	(1,577	)	$	14,027
Depreciation		450			240
Changes in operating assets and liabilities –
(Increase) decrease in accounts receivable		345			(839	)
(Increase) decrease in prepaid expense		80			145
(Increase) decrease in advances to officers and employees		(72	)		(1,054	)
(Increase) decrease in real estate project costs		290			(28,699	)
(Increase) decrease in other current assets		166			(1,651	)
(Increase) decrease in fixed assets		(55	)		-
(Decrease) in accounts payable		(92	)		2,089
(Decrease) increase in other current liabilities		146			1,150
(Decrease) in deferred revenue		1,204			(1,516	)
Net cash (used) by operating activities		885			(16,108	)

CASH FROM INVESTING ACTIVITIES:
Acquisition of fixed assets through business combination		-			(12,291	)
(Increase) decrease in security deposit		-			137
Net cash (used) by investing activities		-			(12,154	)

CASH FROM FINANCING ACTIVITIES:
Loans to realated parties		529			(9,974	)
(Decrease) increase in restricted cash to secure loans		105			(325	)
Loan from related parties		56			2,424
Proceeds from (repayment of) short-term bank loans		(975	)		14,879
(Repayments) of mortgage debt		(359	)		(216	)
(Repayments) / Loans from officers and employees		452			(136	)
Proceed from business combinations		-			21,906
Net cash provided by financing activities		(191	)		28,558

Increase (decrease) in cash		694			296
Other effects of exchange rates on cash		(577	)		40
		117			336

Cash at beginning of period		582			476

Cash at end of period	$	699		$	813

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for –
Interest		817			1,194
Income taxes		-			-

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CHINA PROPERTIES DEVELOPMENTS, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 and 2008

Note 1 – Organization and Operations

China Properties Developments, Inc. (the "Company") was incorporated in the State of Colorado on June 15, 2001. The Company presently engages in the business of real estate development, including sale and lease of real estate in Xi'an City, Shaanxi Province, People's Republic of China ("PRC").

At September 30, 2009, the Company’s operations include the consolidated operations of Wollaston Industrial Limited, Xian Jiahui Real Estate Co., Ltd., and Xin Yuan Real Estate Co., Ltd.

Wollaston was incorporated on April 21, 2005 in British Virgin Islands (“BVI”) under the International Business Companies Act, as a limited liability corporation. Wollaston owns 90.28% of Jiahui, which was established in Xi’an City, Shaanxi Province, PRC on December 17, 1996 under the Company Law of the PRC. Jiahui engages in the business of real estate development, including sale and lease of real estate.

In addition, the accounts and operations in these financial statements include those of Xin Yuan Real Estate Co., Ltd, as required by FIN 46R and as issued by the Financial Accounting Standards Board.

On June 28, 2008, the Company, through its 90.28% owned subsidiary, Xi’an Jiahui Real Estate Co., Ltd (“Jiahui”), entered into a series of agreements with Shaanxi Xin Yuan Real Estate Co. Ltd. (“Xin Yuan”), a corporation organized under the laws of the People’s Republic of China, which renders the Company effective control over the business of Xin Yuan. The agreements were effective on June 1, 2008. Therefore, Xin Yuan’s results of operations are included in the consolidated statement of operations of the Company.

Note 2 – Significant Accounting Policies

Economic and Political Risks

The Company faces a number of risks and challenges since its assets are located in Xi'an City, PRC, and its revenues are derived from its operations therein. The PRC is a developing country with an early stage market economic system, overshadowed by the state. Its political and economic systems are very different from the more developed countries and are in a state of change. The PRC also faces many social, economic and political challenges that may produce major shocks and instabilities and even crises, in both its domestic arena and in its relationships with other countries, including the United States. Such shocks, instabilities and crises may in turn significantly and negatively affect the Company's performance.

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CHINA PROPERTIES DEVELOPMENTS, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 and 2008

Basis of Presentation

The accompanying financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). This basis of accounting differs from that used in the statutory accounts of the Company, which are prepared in accordance with the "Accounting Principles of China” ("PRC GAAP"). Certain accounting principles, which are required by US GAAP, are not applicable in the PRC GAAP. The difference between PRC GAAP accounts of the Company and its US GAAP financial statements is immaterial.

The Company maintains its books and records in PRC currency "Renminbi" ("RMB"), which is determined as the functional currency. Assets and liabilities of the Company are translated at the prevailing exchange rate at each year end. Contributed capital accounts are translated using the historical rate of exchange when capital is injected. Income statement accounts are translated at the average rate of exchange at the end of each calendar quarter during the year. Translation adjustments arising from the use of different exchange rates from period to period are included in the accumulated other comprehensive income account shown in shareholders' equity. Gains and losses resulting from foreign currency transactions are included in operations.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from those estimates.

Cash and Cash Equivalents

For purpose of the statements of cash flows, cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments with original maturities of three months or less.

Fair Value of Financial Instruments

The carrying value of financial instruments including cash and cash equivalents, receivables, accounts payable and accrued expenses, approximates their fair value at September 30, 2009 due to the relatively short-term nature of these instruments.

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CHINA PROPERTIES DEVELOPMENTS, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 and 2008

Valuation of Long-Lived Assets

The Company periodically analyzes its long-lived assets for potential impairment, assessing the appropriateness of lives and recoverability of unamortized balances through measurement of undiscounted operating cash flows on a basis consistent with accounting principles generally accepted in the United States of America.

Real Estate Projects

The Company currently holds a majority interest in the following two building projects:

Jiahui Office Building

Jiahui Office Building (“Jiahui Building”) is a 15-story commercial office building. Construction commenced in 1998. The majority of construction was concluded in December 1999 with finished tenant improvements. This property has been available for occupancy since June 30, 2000.

The first to fourth floors are leased to a related party, the Hantang Bookstore. The 5th floor, west section of the 14th floor, the 15th floor, and the underground parking garage in the Jiahui Building are held for rental activities. All of these spaces are recorded as fixed assets, and depreciation has been provided since July 1, 2000.

The remaining space in the Jiahui Building has been sold or placed in service as rental property.

Yangming International Tower

Yangming International Tower (“Yangming”) is a multi-functional 27-story building with mostly commercial usage.

The Company occupied the top two floors (26th and 27th floors) as its administrative offices. The 25th floor is under contract with an affiliate, Yangming Soho Commercial Flat. Commenced from January 1, 2008, the Company has added the 24th floor to the space operating commercial flats. The 24th through 27th floor has been classified as fixed assets and depreciation have been provided according to the time they became fixed assets.

The second and third floors are leased to a related party, the Hantang Bookstore.

The remaining space in Yangming is for sale to the public.

Xin Tian Di Mall

Xin Tian Di Mall is a three level multifunctional shopping center. The Company has finished phase one construction of this project. The entire project is planned to be carried out in four phases. Approximately twenty-three percent of the phase one mall space has been sold. The units sold are under contract with the Company to manage the

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CHINA PROPERTIES DEVELOPMENTS, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 and 2008

rental of these spaces. The rest of the space has been rented or is available for rent as of September 30, 2009.

Real Estate Project Costs

Costs directly identifiable with real estate projects and incurred before and during construction is capitalized into “project costs,” These project costs consist of the cost of land-usage-right, preconstruction costs, construction costs, and capitalized interest costs. Costs subsequent to the completions of construction are usually of minor amounts and are expensed as incurred. Capitalized costs are allocated to such portions of the project the Company uses for its operations, rental activities, as well as the portions held for sale. Allocation of costs is based on a cost-per-square-meter method.

Costs allocated to operations and rental activities are recorded as fixed assets; depreciation commences when projects change from non-operating to operating.

Costs associated with portions which are held for sale remain in project costs inventory until relevant spaces are sold.

●

Land Usage Right

All land belongs to the State in the PRC. Enterprises and individuals can pay the State a fee to obtain a right to use a piece of land for commercial or residential purposes for a period of 50 years or 70 years, respectively. The right of land usage can be sold, purchased, and exchange in the market. The Company obtained the right to use the piece of land at which Jiahui Building is located for a period of 50 years, from 1999 to 2045, and the piece of land on which Yangming is located for a period of 70 years from 2003 to 2073. The right of land usage period for the mall is 50 years from 2005 to 2054. The cost of any land usage rights are added to the cost of each real estate project, which is then amortized over 40 years, using the straight-line method.

●

Capitalized Interest Costs

Interest cost incurred are capitalized during the term of real estate projects, which normally begins when payments are made for land usage rights, and ends when the real estate project is substantially completed and held available for occupation.

Subsequent to completion of a real estate project, interest expenses are expensed.

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CHINA PROPERTIES DEVELOPMENTS, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 and 2008

Rental Costs

Renters may decorate their rented spaces. Any disbursements made by the Company for such tenant decoration are immaterial and therefore expensed as incurred. Rental costs incurred to the marketing of rental spaces are also considered a normal part of on-going operations and are included in general and administrative costs.

Revenue Recognition

The Company derives its revenue from rental and sales of spaces. Revenue from sales of condominium units and office spaces are recognized when relevant units and spaces are available for occupancy and delivered to buyers with appropriate title documents. The Company rents unit spaces under various arrangements with related and unrelated parties. Expiration of such rents varied from 2 to 20 years. The Company is required to pay property taxes and maintenance. Rental revenues are recognized in accordance with provisions of the various leases.

Revenue Recognition: Sale of Space

In China, the company is allowed to promote and sell the space when the construction permits are granted by the government. Therefore, pre-selling of the spaces started simultaneously with the construction. The funds from pre-selling were recorded by the company as deferred revenue.

In the meanwhile, the company secured financing from banks to carry out the construction. The interest expenses during the construction years were capitalized as the cost of construction.

Revenue is recognized when:

the construction has been completed, and

the unit is in good condition outlined in the sales contract, and

the title has been transferred to the owner evidenced by the change of official title on the space from the company to the buyer

Revenue Recognition: Rental Income

In 2008, the rental income was from the leased space in Xi’an Jia Hui building and Yangming Building. The corresponding expenses (sales taxes, depreciation and any administrative expenses) were not separately stated on the income statement.

In 2009, the rental income consists of:

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CHINA PROPERTIES DEVELOPMENTS, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 and 2008

Description	Amount	Nature of the income	Cost of Rental

Rental – Xi’an Jia Hui	1,204K	Lease of space

Rental – Xin Tian Di Mall	1,622K	Lease of space and profit sharing	Small repairs and supplies directly related to rental

Rental – Xin Tian Di Mall	898K	Lease of space on the space sold but under management contract with the owners	a) The guaranteed rents to the space owners; b) small repairs and supplies directly related to these spaces

Rental – Xin Yuan	285K	Lease of space	Depreciation, small repairs and supplies directly related to these spaces

Deferred Revenue

Deposits and advance proceeds from pre-sales of condominium units and office spaces are recorded as deferred revenue until such time when such units and/or spaces are available for occupation and delivered to buyers.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in the US and the PRC, which are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company calculates its current and deferred tax provision based estimates and assumptions that could differ from the actual results reflected in the income tax returns filed in subsequent years. Adjustments based on filed returns are records when identified.

Property, Plant and Equipment

Property, plant and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized.

When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition.

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CHINA PROPERTIES DEVELOPMENTS, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 and 2008

Depreciation is calculated on a straight-line basis over the estimated useful life of the assets. The depreciable life of each asset category applied is:

Vehicles	5 years
Machines and equipment	5 years
Office equipment	5 years
Office furniture	3-5 years
Buildings	40 years

Intangible Assets

The Company (Xin Yuan Real Estate Co., Ltd.) incurred start-up costs which have been capitalized. These costs are being amortized over 60 months, beginning from October 2007.

Employee Benefits

Mandatory contributions are made to the Government's health, retirement benefit and unemployment schemes at the statutory rates in force during the period, based on gross salary payments. The cost of these payments is charged to the statement of income in the same period as the related salary cost.

Earnings (Loss) Per Share

The Company reports earnings per share in accordance with the provisions of SFAS No. 128, “Earnings Per Share.” SFAS No. 128 requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. 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 issued and if the additional common shares were dilutive. There are no potentially dilutive securities for the three months ending September 30, 2009 and 2008.

Note 3 – Related Party Transaction

Advances to Officers and Employees

“Advance to officers” and “Advance to employee” are advances to officers and employees who are working on projects on behalf of the Company. After the work is finished, they will submit expense reports with supporting documents to the accounting department. Then, the expenses are debited into the relevant expense accounts and the advances are credited out.

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CHINA PROPERTIES DEVELOPMENTS, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 and 2008

Cash flows from these activities are classified into operating activities. The total advance to officers was $2,151K and $1,241K, as of September 30, 2009 and 2008, respectively. The total advance to employees was $40K as of September 30, 2009.

Loans to Related Parties

“Loans to related parties” and “Due to related parties” represent temporary short-term loans from/to affiliates, which are majority owned and controlled by directors of the Company. These loans are unsecured, non-interest bearing and have no fixed terms of repayment, therefore, deemed payable on demand. The total loans to related parties were $11,915K and $11,925K as of September 30, 2009 and 2008, respectively. The total borrowing from related parties was $13,195K and $12,191K as of September 30, 2009 and 2008, respectively.

Due To Officers

“Due to officers” are temporary short-term loans from our officers to finance the Company’s operation due to lack of cash resources. Cash flows from these activities are classified as cash flows from financing activates. The total borrowing from officers was $453K and $313K as of September 30, 2009 and 2008, respectively.

Leases

The Company leases office and retail space to an affiliate, Shaanxi Jiahui Hantang Book Publishing Co., Ltd., which is majority owned and controlled by directors of the Company. The lease period is from January 1, 2003 to December 31, 2012. The rent is $209K (based upon the average exchange rate of the RMB for 2009) per year and the rent is payable semi-annually.

At September 30, 2009, the Company leases the 24th and 25th floor of the Yangming Building to a related party, Yangming Soho Commercial Flat, which is majority owned and controlled by directors of the Company. There is no lease and no rental income has been collected from this related party. The Company estimates that annual rent, using current rental values, would be approximately $62K (based upon the average exchange rate of the RMB for 2009).

Note 4 – Inventoried Real Estate Project Costs

The Company is carrying prepaid real estate project costs, which consist of the costs of the unsold portion of the real estate project described above. In 2009, no interest expenses have been capitalized.

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CHINA PROPERTIES DEVELOPMENTS, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 and 2008

Note 5 – Property and Equipment

Property, plant and equipment consist of the following as of September 30:

Description	2009		2008
(in ‘000 USD)
Vehicles	$	745	$	965
Office equipment		128		145
Office furniture		92		91
Jiahui Building		7,040		7,022
Yangming		3,013		2,254
Xin TianDi		11,623		11,593
	$	22,641	$	22,071

Less: Accumulated depreciation		-2,978		-2,357
	$	19,663	$	19,714

Note 6 – Intangibles

Capitalized intangible assets include start-up costs for Xin Yuan. Total amortization expense was 1K in the three months ended September 30, 2009.

Note 7 – Long-Term Investment

Long-term investments include:

	2009

Equity interest of 40% ownership in Shaanxi Le Zhan Management Co., a related party through common ownership, acquired in 2004, stated at cost, which Management believes approximates fair value.	$	176	K

Investment in 300,000 shares of Yan Tan Bank, a state owned bank in Xi’an China. The shares are transferable in accordance with the laws of the PRC. The investment is carried at cost which approximates fair value. Dividend income on these shares is recorded when received. The Company may sell the shares back to the bank at the net book value per share. The balance of this investment changes on the balance sheet in accord with periodic fluctuations of the RMB.		416	K

	$	592	K

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CHINA PROPERTIES DEVELOPMENTS, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 and 2008

Note 8 – Short-Term Debt

Short-term debt at September 30, 2009 consisted of following bank loans:

Notes payable – Deng Jia Po Credit Cooperatives. This note has interest payable quarterly at 11.29% per annum, principal due December 29, 2008 without penalty. It is secured by the Yangming building.	$	2,033	K

Notes payable – Qujiang Credit Cooperatives This note has interest payable quarterly at 11.29% per annum, principal due December 29, 2008. The note is secured by the unsold portion of Jia Hui building.		3,071	K


Notes payable – Tumen Branch of Commercial Interest payable quarterly at interest 6.75% per annum, principal due September 28, 2011.		9,214	K

Notes payable – Nung Tsun Branch of Cooperatives Interest payable quarterly at 13.9% per annum, principal due December 19, 2009		263	K

Notes payable - Qujiang Branch of Credit Cooperative Interests payable on maturity at 11.556% per annum. Maturity on June 29, 2010	$1,155		K

Notes payable - San Yao Branch Interest. Interest payment only until maturity at interest rate 11.349% per annum. Maturity of on June 29, 2010	$	2,208	K

Notes payable - Chang Yan Bao Branch of Credit Cooperative Interest payment only until maturity Interest at 11.556 per annum. Maturity on June 16, 2010		1,316	K

	$	19,261	K

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CHINA PROPERTIES DEVELOPMENTS, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 and 2008

As of June 30, 2009, management is engaged in negotiation with the banks to renewal the loans. Management is attempting to obtain better interest terms with the renewal. Overdue interest payable was $1,529K at September 30, 2009. Management indicates that it expects to successfully complete a renewal of the loans at an interest rate not to exceed the prior terms.

Note 9 – Long-Term Debt

Long-term debt consisted of the Mortgages Payable and Notes Payable as of September 30, 2009:

Mortgages Payable

	2009			2008

There are 27 mortgages against 27 units in the Yangming International Tower. At September 30, 2009 the principle of each mortgage range from a low of $25K to a high of $131K (an average mortgage of $37K). These mortgages have minimum payments due, and are usually paid off when the units are sold. The average mortgage bears interest at 6.69% per annum, and varies in term from 2 to 26 years At September 30, 2008, the principle of each mortgage ranged from a low of $29K to a high of $204K (an average mortgage of $66K). The average mortgage interest was at 6.66% per annum, and varied in term from 4 to 27 years	$	1,364	K	$	2,209	K

Less current portion		99	K		140	K

	$	1,265	K	$	2,069	K

Note 10 - Foreign Currency Translation

The functional currency of the Company is the Chinese Renminbi (“RMB”). Transactions denominated in currencies other than RMB are translated into United States dollars using yearend exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transaction occurred. Net gains and losses resulting from foreign currency exchange translations are included in the statements of operations and stockholder’s equity as accumulated other comprehensive income.

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CHINA PROPERTIES DEVELOPMENTS, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 and 2008

Prior to July 21, 2006, translation of amounts from RMB into United States dollars ("US$") has been made at the single rate of exchange of US$1.00:RMB8.277. No representation is made that RMB amounts could have been or could be, converted into US dollars at that rate. On January 1, 1994, the PRC government introduced a single rate of exchange, quoted daily by the People's Bank of China (the "Unified Exchange Rate"). The quotation of the exchange rates does not imply free convertibility of RMB to other foreign currencies. All foreign exchange transactions continue to take place either through the Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People's Bank of China. Approval of foreign currency payments by the Bank of China or other institutions requires submission of a payment application form together with supplier's invoices, shipping documents and signed contracts.

On July 21, 2006, the People's Bank of China, China's central bank, announced that, beginning on July 21, 2006, China implemented a regulated, managed floating exchange rate system based on market supply and demand and with reference to a package of currencies. RMB will no longer be pegged to the US dollar and the RMB exchange rate structure will be subject to some fluctuation.

The People's Bank of China announces the closing price of a foreign currency, such as the US dollar against the RMB, in the inter-bank foreign exchange market after the closing of the market on each working day, and will make it the central parity for the trading against the RMB on the following working day. The exchange rate of the US dollar against the RMB was adjusted to 8.11 RMB per US dollar on July 21, 2005.

The daily trading price of the US dollar against the RMB in the inter-bank foreign exchange market will be allowed to float within a band of 0.3 percent around the central parity published by the People's Bank of China, while the trading prices of the non-US dollar currencies against the RMB will be allowed to move within a certain band announced by the People's Bank of China.

The People's Bank of China makes adjustment of the RMB exchange rate band when necessary, according to market developments as well as economic and financial situations. The People's Bank of China is responsible for stabilizing and adapting the RMB exchange rate.

Translation adjustments resulting from the “managed floating exchange” process are included in the accumulated comprehensive income (loss) account in the consolidated statement of shareholders’ equity and amounted to $306K and $193K as of September 30, 2009 and 2008, respectively. The balance sheet amounts with the exception of equity at September 30, 2009 were translated at 6.8376 RMB to $1.00 USD as compared to 6.8551 RMB at September 30, 2008. The equity accounts were stated at their historical rate. The average translation rate of 6.8411 RMB for the three months ended September 30, 2009 was applied to income statement accounts as compared to 6.96957 RMB for the nine months ended September 30, 2008.

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CHINA PROPERTIES DEVELOPMENTS, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 and 2008

Note 11 - Recent Accounting Pronouncements

In September 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Accounting Standards Update 2009-01, Topic 105- Generally Accepted Accounting Principles Amendments based on Statement of Financial Accounting Standards (“SFAS”) No. 168-The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“Topic 105”). Topic 105 establishes the FASB Accounting Standards Codification (“Codification”) as the source of authoritative U.S. generally accepted accounting principles (“U.S. GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. Topic 105 and the Codification are effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Codification superseded all existing non-SEC accounting and reporting standards. All other nongrandfathered, non-SEC accounting literature not included in the Codification became nonauthoritative. Following Topic 105, the FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, the FASB will issue FASB Accounting Standards Updates (“ASU”), which will serve only to: (a) update the Codification; (b) provide background information about the guidance; and (c) provide the bases for conclusions on the change(s) in the Codification. The U.S. GAAP hierarchy will be modified to include only two levels; authoritative and nonauthoritative. In the FASB’s view, the Codification will not change U.S. GAAP. The adoption of Topic 105 did not have a material impact on the Company’s financial position or results of operations. It does, however, change the references to specific U.S. GAAP contained within the consolidated financial statements, notes thereto and information contained in the Company’s filings with the SEC.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(R), Business Combinations, or SFAS 141(R). SFAS 141(R) applies to all transactions or events in which an entity obtains control of one or more businesses, including those effected without the transfer of consideration, for example, by contract or through a lapse of minority veto rights. SFAS 141(R) requires the acquiring entity in a business combination to recognize the full fair value of assets acquired and liabilities assumed in the transaction (whether a full or partial acquisition); establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; requires expensing of most transaction and restructuring costs; and requires the acquirer to disclose to investors and other users all of the information needed to evaluate and understand the nature and financial effect of the business combination. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008, and early adoption is not permitted. Management does not believe that the adoption will have a material impact on the Company’s consolidated results of operations or financial position.

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CHINA PROPERTIES DEVELOPMENTS, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 and 2008

In December 2007, the FASB issued Statement of Financial Accounting Standards No.160, Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No.51 , or SFAS 160. SFAS 160 clarifies that a noncontrolling interest in a subsidiary is an ownership interest in a consolidated entity which should be reported as equity in the parent’s consolidated financial statements. SFAS 160 requires a reconciliation of the beginning and ending balances of equity attributable to noncontrolling interests and disclosure, on the face of the consolidated income statement, of those amounts of consolidated net income attributable to the noncontrolling interests, eliminating the past practice of reporting these amounts as an adjustment in arriving at consolidated net income. SFAS 160 requires a parent to recognize a gain or loss in net income when a subsidiary is deconsolidated and requires the parent to attribute to noncontrolling interests their share of losses even if such attribution results in a deficit noncontrolling interests balance within the parent’s equity accounts. SFAS 160 is effective for fiscal years beginning after December 15, 2008 and requires retroactive application of the presentation and disclosure requirements for all periods presented. Early adoption is not permitted. Management does not believe that the adoption will have a material impact on the Company’s consolidated results of operations or financial position.

In February 2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 157-1, Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13 and FSP No. 157-2, Effective Date of FASB Statement No. 157 , which collectively remove certain leasing transactions from the scope of SFAS 157 and partially delay the effective date of SFAS 157 for one year for certain nonfinancial assets and liabilities. In October 2008, the FASB issued FSP SFAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active , which clarifies the application of SFAS No. 157 in an inactive market and illustrates how an entity would determine fair value when the market for a financial asset is not active. The adoption of FSP No. 157-1, FSP No. 157-2 and FSP No. 157-3 has no material impact on the Company’s consolidated results of operations and financial condition.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities- an amendment of FASB Statement No. 133 , or SFAS 161. SFAS 161 applies to all derivative instruments and related hedged items accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”). SFAS 161 requires entities to provide greater transparency about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, results of operations and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Due to the Company’s minimal use of derivative instruments, management does not believe that the adoption will have a material impact on the Company’s consolidated results of operations or financial position.

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CHINA PROPERTIES DEVELOPMENTS, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 and 2008

In April 2008, the FASB issued FSP No. FAS 142-3, Determination of the Useful Life of Intangible Assets. FSP142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under SFAS 142, and applies to (1) intangible assets that are acquired individually or with a group of other assets and (2) both intangible assets acquired in business combinations and asset acquisitions. FSP 142-3 also requires entities to disclose information for all intangible assets, recognized as of and subsequent to the effective date of FSP 142-3 to provide effects of the entity’s intent or ability to renew or extend the arrangement associated with the intangible assets on expected cash flows associated with the intangible assets. FSP 142-3 is effective for intangible assets acquired after December 15, 2008 and early application is prohibited. Management does not expect that the adoption will have a material impact on the consolidated results of operations or financial position.

In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities (“FSP FAS 140-4 and FIN46 (R)-8”), which amends Statement of Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities—a replacement for FASB Statement No. 125 (“SFAS 140”) to require public entities to provide additional disclosures about transferors’ continuing involvement with transferred financial assets and amends FASB Interpretation (“FIN”) No. 46 (revised December 2003), Consolidation of Variable Interest Entities—an interpretation of ARB No. 51 (“FIN 46R”) to require public enterprises, including sponsors that have a variable interest in a VIE, to provide additional disclosures about their involvement with VIEs. FSP FAS 140-4 and FIN 46 (R) is effective for the Company’s financial statements for the year ended December 31, 2008. The adoption of FSP FAS 140-4 and FIN 46 (R)-8 did not impact the Company’s consolidated results of operations, cash flows or financial position.

Note 12 – Business Combination

On June 23, 2008, China Properties Developments, Inc. (“CPD”), through its 90.28% owned subsidiary, Xi’an Jiahui Real Estate Co., Ltd (“Jiahui”) entered into a series of agreements affective June 1, 2008 with Shaanxi Xin Yuan Real Estate Co., Ltd (“Xin Yuan”, which gives effective control over the business of Xin Yuan. The agreements between Jiahui and Xin Yuan provide for:

●

The consulting services for development, sales, lease and operations of the remaining portions of the Xin Tian Di Shopping Mall. This is to include assistance with all personnel recruiting and management issues, business development. The consulting agreement gives Jiahui ownership of any developed intellectual property, and Xin Yuan pledges its equity interests to secure all consulting fees. In addition, Xin Yuan agrees not to issue or redeem any equity or debt securities, or to pay any dividends or any other form of return of capital to Xin Yuan shareholders. Xin Yuan may not make any capital improvements to its property without the approval of Jiahui. Jiahui’s fees for the consulting services shall be the net income of Xin Yuan.

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CHINA PROPERTIES DEVELOPMENTS, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 and 2008

●

The business operations of Xin Yuan have been turned over to directors recommended by Jiahui, and Jiahui has agreed to provide lending guarantees to Xin Yuan as needed.

●

Xin Yuan’s shareholders have pledged personally that their interests in Xin Yuan shall be subordinated to the agreement for consulting services, and to individually guarantee the Xin Yuan shall pay any and all consulting fees earned by Jiahui under the consulting contract.

●

Granting of voting rights of the shareholders of Xin Yuan to Jiahui.

The agreements do not merge the entities. All stock ownership that existed prior to the agreements continues without change. For this reason, the business combination is not accounted for as a Business Combination as contemplated under SFAS 141.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto contained elsewhere in this Form 10-Q.

Forward-Looking Statements

When used in this report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “intend,” “plans”, and similar expressions are intended to identify forward-looking statements regarding events, conditions and financial trends which may affect our future plans of operations, business strategy, operating results and financial position. Forward looking statements in this report include without limitation statements relating to trends affecting our financial condition or results of operations, our business and growth strategies and our financing plans.

Such statements are not guarantees of future performance and are subject to risks and uncertainties and actual results may differ materially from those included within the forward-looking statements as a result of various factors. Certain of these risks and uncertainties are discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 in Part 1, Item 1A “Risk Factors”.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly release the result of any revision of these forward-looking statements to reflect events or circumstances after the date they are made or to reflect the occurrence of unanticipated events.

Executive Overview

China Properties Developments, Inc. (“we”, “us”, “our” or the “Company”) was incorporated in the State of Colorado on September 15, 2001 under the name Bangla Property Management, Inc. (“Bangla”). In October 2005, and pursuant to an Amended and Restated Agreement and Plan of Merger dated August 17, 2005, Bangla acquired Wollaston Industrial Limited (“Wollaston”), the owner of 90.28% equity interests of Xi’an Jiahui Real Estate Co., Ltd (“Jiahui”), by the issuance of 10 million shares of common stock to Wollaston’s shareholders. Bangla’s name was subsequently changed to China Properties Developments, Inc. to better reflect the business nature of the Company.

Prior to the acquisition of Wollaston, the principal business of the Company was real estate property management. Contemporaneously with acquisition of Wollaston, the Company transferred all of the common stock of Bangla Properties Inc., the Company’s then subsidiary which held all of the Company’s assets prior to the acquisition of Wollaston, to Shawn Erickson, the Company’s then President. As a result of the Wollaston acquisition, we are now primarily engaged in the business of real estate development, including sale and lease of real estate in Xi’an City, Shaanxi Province, People’s Republic of China (“PRC”). Our primary business objective has been to pursue the practice of dividing our completed development projects into discrete units and selling them to third party buyers to generate development income. In addition, we have and will retain portions of our completed projects to earn recurring leasing income.

Wollaston was incorporated on April 21, 2004 in the British Virgin Islands. As mentioned above, Wollaston owns 90.28% of its subsidiary, Jiahui, formed under the Company Law of the People’s Republic of China. Jiahui is a sino-foreign joint venture company formed on December 17, 1996 by Xi’an Xiangrui Real Estate Co. Ltd (Xiangrui) and American JHL Industrial Limited (JHL) in Xi’an, China. Since Jiahui is approximately 90% owned by a foreign entity, it is considered as a foreign joint venture company in PRC.

On June 23, 2008, and through Jiahui, our 90.28% owned subsidiary, we entered into a series of agreements effective as of June 1, 2008 with Shaanxi Xinyuan Real Estate Co. Ltd., a corporation organized under the laws of the PRC (“Shaanxi”), which we believe gives us effective control over its business. Shaanxi's results of operations are included in the consolidated statement of operations of the Company.

Results of Operations

Revenues from the sale of building space were $0 and $78,000 for the three and nine months ended September 30, 2009 compared to revenues from the sale of building space of $4,329,000 and $28,218,000 for the three and nine months ended September 30, 2008. The revenues in 2008 were due to sales of condominium units and office space in the

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Yangming building while there were minimal sales of condominium units in the first nine months of 2009.

Gross profit from selling of space, defined as sales less cost of sales, was $0 and $41,000 for the three and nine months ended September 30, 2009 compared to gross profit from selling of space of $2,742,000 and $18,082,000 for the three and nine months ended September 30, 2008. Cost of sales consists of costs such as construction and labor costs. Cost of sales were $0 and $37,000 for the three and nine months ended September 30, 2009 compared to $1,587,000 and $10,136,000 for the three and nine months ended September 30, 2008.

We also achieved rental income of $1,475,000 and $4,265,000 for the three and nine months ended September 30, 2009 compared to $2,043,000 and $2,452,000 for the three and nine months ended September 30, 2008. Gross profit from rental activities, defined as rental income less rental sharing expenses, was $283,000 and $886,000 for the three and nine months ended September 30, 2009 compared to gross profit from rental activities of $2,752,000 and $18,501,000 for the three and nine months ended September 30, 2008. Rental sharing expenses were $$1,192,000 and $3,420,000 for the three and nine months ended September 30, 2009 compared to $2,033,000 and $2,033,000 for the comparable periods of the prior year.

Our operating expenses were $556,000 for the three months ended September 30, 2009 compared to operating expenses of $2,713,000 for the three months ended September 30, 2008. For the nine months ended September 30, 2009, operating expenses were $1,255,000 compared to $3,215,000 for the nine months ended September 30, 2008. Operating expenses increased decreased primarily due to decreases in legal and professional fees, other general and administrative expenses and sales taxes for the three and nine months ended September 30, 2009 compared to the three and nine months ended September 30, 2008, offset by increases in selling expenses. In addition, there was a bad debt expense of $27,000 and $40,000 for the three and nine months ended September 30, 2009 compared to no bad debt expense for the first three and nine months of 2008. Depreciation expense charged to operations was $89,000 and $266,000 for the three and nine months ended September 30, 2009 compared to $111,000 and $240,000 for the three and nine months ended September 30, 2008.

We had an operating loss of $273,000 and $369,000 for the three and nine months ended September 30, 2009 compared to operating income of $39,000 and $15,286,000 for the three and nine months ended September 30, 2008. Such change was primarily due to minimal revenues being achieved in the first nine months of 2009 from sale of building space compared to the revenues achieved in the first nine months of 2008 from the sale of building space.

During the three and nine months ended September 30, 2009, we incurred total other expense of $517,000 and $1,734,000 compared to total other expenses of $266,000 and $1,260,000 for the three and nine months ended September 30, 2008. This increase in total other expense was primarily due to interest expenses of $551,000 and $1,756,000 for the three and nine months ended September 30, 2009 compared to $297,000 and $1,194,000 in the prior year periods.

We incurred a comprehensive loss of $697,000 and $1,270,000 for the three and nine months ended September 30, 2009 compared to a comprehensive loss of $168,000 and comprehensive income of $14,173,000 for the three and nine months ended September 30, 2008. This change was primarily due to the substantial decrease in revenues from the sale of building space in the first nine months of 2009 compared to the prior year period.

Operations Outlook

During the next twelve months, we intend to continue to make efforts to sell and lease the remaining spaces of Yangming International Tower. In addition, and as mentioned above, on June 23, 2008, we entered into a series of agreements effective as of June 1, 2008 with Shaanxi Xinyuan Real Estate Co. Ltd. (“Shaanxi”), a corporation organized under the laws of the PRC, which we believe gives us effective control over the business of Shaanxi. Shaanxi is 84.0% owned by Shaanxi Jiahui Group which is majority owned by by Ping’an Wu and his family, and 16.0% owned by Shuzhen Yang. Ping’an Wu is the Company’s Chairman, Chief Executive Officer, President and a director.

Contemporaneously with the execution of the series of agreements with Shaanxi, the Company also entered into a Termination Agreement with Shaanxi pursuant to which the parties agreed to terminate and abandon the Securities Subscription Agreement entered into on June 13, 2007 pursuant to which the Company had agreed to subscribe for and purchase new treasury shares of Shaanxi for RMB 230,000,000 (which was estimated to be approximately US$30 million at the current currency exchange rate which was subject to change), and Shaanxi had agreed to issue the shares to the Company, such that the Company would own 90% of the issued and outstanding share capital of Shaanxi after the purchase had been completed.

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Our relationship with Shaanxi and its stockholders are now governed by a series of contractual arrangements entered into on June 23, 2008 between Jiahui and Shaanxi. The parties have agreed that each of the agreements shall be deemed effective as of June 1, 2008. Through these contractual arrangements, we will, among other things, provide Shaanxi consulting and other general business operation services and we will have the ability to substantially influence Shaanxi’s daily operations and financial affairs, appoint their senior executives and approve all matters requiring stockholder approval. As a result of these contractual arrangements, which enable us to control Shaanxi, we will be considered the primary beneficiary of Shaanxi. We believe each of the contractual arrangements and the rights and obligations of the parties thereto are enforceable and valid in accordance with the laws of the PRC.

Shaanxi is the developer of the Yan-Ta Shopping Mall project in Xi’an, China. Comprising a large urban park, a high-end shopping mall and entertainment facilities, The Yan-Ta Shopping Mall is listed as one of The City of Xi’an’s Key Projects for 2005/06. The park, already under way, will occupy 12 acres. Below ground, a three-story shopping mall will provide 1,291,670 square feet of retail and commercial space plus 2,000 parking spaces. Designed to complement the unique characteristics of Xi’an’s historic and geographic features, the park will provide space for walking, exercising and large-scale gatherings. The northern part of the park will have an open performance platform; a large fountain will dominate the middle of the expanse; and the southern section will be plant and flower gardens. Fountains and waterfalls with displays operated with advanced technology will be scattered throughout. Well designed lighting will keep the city night alive. This square is expected to be a landmark in Xi’an’s southern area and will be known to as a luxurious place for shopping, work and leisure. Development of Phase I of Yan-Ta Shopping Mall commenced in 2004 and occupancy began upon completion in October 2007. Development of Phase II is now scheduled to commence during 2009 with occupancy scheduled for completion in 2011.

We believe that the foregoing transaction with Shaanxi is on terms at least as favorable as could have been obtained from an unrelated third party.

We are also actively and aggressively pursuing other real estate opportunities within Xi’an and its surrounding areas. Currently there are three specific projects that are in various stages of negotiations and planning, in addition to the Yan-Ta Project being undertaken by Shaanxi.

We cannot predict with certainty what revenues we can expect during the next twelve months, although we believe that we probably will have enough revenue, when added to our cash on hand, to pay our operating expenses, including our debt service, for the next twelve months. In addition, there can be no assurance that any of our current or future projects will be a commercial success. However, significant capital resources will be required to fund our development expenditures. Since our performance continues to be dependent on future cash flows from real estate sales and rental income, there can be no assurance that we will generate sufficient cash flow or otherwise obtain sufficient funds from other sources to meet the expected development plans for our properties. We anticipate that we will seek to raise additional capital to expand our operations, although we cannot guarantee that we will be able to raise that capital on terms acceptable to us or at all.

Liquidity and Capital Resources

On September 30, 2009, we had working capital deficit of $2,805,000 and stockholders’ equity of $17,004,000. Also, at September 30, 2009, we had cash and cash equivalents of $699,000, total assets of $63,807,000 and total liabilities of $46,803,000. On September 30, 2008, we had working capital of $18,310,000 and stockholders’ equity of $22,979,000. Also, at September 30, 2008, we had cash and cash equivalents of $813,000, total assets of $65,874,000 and total liabilities of $42,895,000.

A substantial portion of our total liabilities consists of short-term and long-term bank loans and mortgages, and other amounts due to related parties. At September 30, 2009, we had short-term bank loans of $19,261,000, amounts due to related parties of $13,195,000 and mortgages payable of $1,364,000. At September 30, 2008, we had short-term bank loans of $5,091,000 and amounts due to related parties of $12,191,000, mortgages payable of $2,209,000 and notes payable of $14,879,000.

Net cash from operating activities was $885,000 for the nine months ended September 30, 2009, which was primarily the result of a decrease in accounts receivable of $345,000, a decrease in real estate project costs of $290,000, a decrease in other current assets of $166,000, an increase in other current liabilities of $146,000 and deferred revenue of $1,204,000, offset by the net loss of $1,577,000 and increases in advances to officers and employees, increases in fixed assets and decreases in accounts payable. Net cash used by operating activities was $16,108,000 for the nine months

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ended September 30, 2008, which was primarily the result of net income of $14,027,000, increase in accounts payable of $2,089,000 and other current liabilities of $1,150,000, offset by decreases in real estate project costs of $28,699,000, and increases in advances to officers and employees, other current assets and a decrease in deferred revenues.

For the nine months ended September 30, 2009, there was no net cash provided (used) by investing activities compared to $12,154,000 used by investing activities for the nine months ended September 30, 2008 resulting primarily from the acquisition of fixed assets through business combination of $12,291,000.

For the nine months ended September 30, 2009, we had net cash used by financing activities of $191,000, which was primarily the result of loans with related parties of $529,000, loans from officers and employees of $452,000, offset by repayment of short-term bank loans of $975,000 and repayment of mortgage debt of $359,000. For the nine months ended September 30, 2008, net cash provided by financing activities was $28,558,000, which was primarily the result of proceeds from business combinations of $21,906,000 and proceeds from short-term bank loans of $14,879,000, offset by loans to related parties of $9,974,000.

As mentioned above, we believe that we have sufficient revenue, when added to our cash on hand, to pay our operating expenses for the next twelve months. However, significant capital resources will be required to fund our development expenditures. We anticipate that we will seek to raise additional capital to expand our operations, although we cannot guarantee that we will be able to raise that capital on terms acceptable to us or at all.

Other Information - Certain Relationships and Related Transactions

To date, several related party transactions have taken place, in addition to the transactions described above with Shaanxi. We believe that any transactions between us and our officers, directors, principal stockholders, affiliates or advisors have been or will be on terms no less favorable to us than those reasonably obtainable from third parties. As of September 30, 2009, there were advances to officers and employees outstanding of $2,191,000, and loans due from other related parties of $11,915,000. As of September 30, 2009, there was $13,195,000 due to related parties. As of September 30, 2008, there were advances to officers and employees outstanding of $1,241,000, and loans due from other related parties of $11,925,000. As of September 30, 2008, there was $12,191,000 due to related parties. Loans from and to related parties represent temporally short-term loans from/to affiliates, which are majority owned and controlled by directors of the Company. These loans are unsecured, non-interest bearing and have no fixed terms of repayment, therefore, deemed payable on demand.

We lease office and retail space to an affiliate, Shaanxi Jiahui Hantang Book Publishing Co., Ltd., which is majority owned and controlled by directors of the Company. The lease period is from January 1, 2003 to December 31, 2012. The rent is $209,000 (based upon the average exchange rate of the RMB for 2009) per year and the rent is payable semi-annually.

We lease the 24th and 25th floor of the Yangming Building to a related party, Yangming Soho Commercial Flat, which is majority owned and controlled by directors of the Company. There is no lease and no rental income has been collected from this related party. The Company estimates that annual rent, using current rental values, would be approximately $62,000 (based upon the average exchange rate of the RMB for 2009).

Recent Accounting Pronouncements

The following is disclosure regarding recent accounting pronouncements and their effect or potential effect on the Company’s financial statements.

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nonauthoritative. Following Topic 105, the FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, the FASB will issue FASB Accounting Standards Updates (“ASU”), which will serve only to: (a) update the Codification; (b) provide background information about the guidance; and (c) provide the bases for conclusions on the change(s) in the Codification. The U.S. GAAP hierarchy will be modified to include only two levels; authoritative and nonauthoritative. In the FASB’s view, the Codification will not change U.S. GAAP. The adoption of Topic 105 did not have a material impact on the Company’s financial position or results of operations. It does, however, change the references to specific U.S. GAAP contained within the consolidated financial statements, notes thereto and information contained in the Company’s filings with the SEC.

In December 2007, the FASB issued Statement of Financial Accounting Standards No.160, Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No.51, or SFAS 160. SFAS 160 clarifies that a noncontrolling interest in a subsidiary is an ownership interest in a consolidated entity which should be reported as equity in the parent’s consolidated financial statements. SFAS 160 requires a reconciliation of the beginning and ending balances of equity attributable to noncontrolling interests and disclosure, on the face of the consolidated income statement, of those amounts of consolidated net income attributable to the noncontrolling interests, eliminating the past practice of reporting these amounts as an adjustment in arriving at consolidated net income. SFAS 160 requires a parent to recognize a gain or loss in net income when a subsidiary is deconsolidated and requires the parent to attribute to noncontrolling interests their share of losses even if such attribution results in a deficit noncontrolling interests balance within the parent’s equity accounts. SFAS 160 is effective for fiscal years beginning after December 15, 2008 and requires retroactive application of the presentation and disclosure requirements for all periods presented. Early adoption is not permitted. Management does not believe that the adoption will have a material impact on the Company’s consolidated results of operations or financial position.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities- an amendment of FASB Statement No. 133, or SFAS 161. SFAS 161 applies to all derivative instruments and related hedged items accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”). SFAS 161 requires entities to provide greater transparency about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, results of operations and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Due to the Company’s minimal use of derivative instruments, management does not believe that the adoption will have a material impact on the Company’s consolidated results of operations or financial position.

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Off-Balance Sheet Arrangements

We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4T. Controls and Procedures.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2009, these disclosure controls and procedures were effective to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There are no material pending legal proceedings to which the Company is a party or to which any of its property is subject.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act)

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act)

32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

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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.

		CHINA PROPERTIES DEVELOPMENTS, INC.
		(Registrant)


Dated:	November 16, 2009	By:	/s/ Ping’an Wu
			Ping’an Wu, Chief Executive Officer
			(Principal Executive Officer)


Dated:	November 16, 2009	By:	/s/ Shuo (Steven) Lou
			Shuo (Steven) Lou, Chief Financial Officer,
			Chief Accounting Officer and Executive VP
			(Principal Financial Officer)

Attached files

CHINA PROPERTIES DEVELOPMENTS INC Reports

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