Attached files
| file | filename |
|---|---|
| EX-31.2 - ASIA SELECT ACQUISITION II CORP. | v167076_ex31-2.htm |
| EX-32.1 - ASIA SELECT ACQUISITION II CORP. | v167076_ex32-1.htm |
| EX-31.1 - ASIA SELECT ACQUISITION II CORP. | v167076_ex31-1.htm |
| EX-32.2 - ASIA SELECT ACQUISITION II CORP. | v167076_ex32-2.htm |
FORM
10-Q
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
quarterly period ended June 30, 2009
OR
¨
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 005-85027
Asia Select Acquisition II
Corp.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
N/A
|
|
|
(State
or other jurisdiction
|
(I.R.S.
Employer Identification Number)
|
|
|
of
incorporation or organization)
|
300-1055 West Hastings
Street, Vancouver, Canada, V6E 2E9
(Address
of principal executive offices)
(604)
689-0618
(Registrant’s
telephone number, including area code)
No
change
(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 ¨.
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 ¨ No ¨
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated file. See definition of accelerated filer and large
accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
|
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
|
Non-accelerated
filer ¨
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Smaller
reporting company x.
|
|
(Do
not check if a smaller reporting company)
|
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes x No ¨.
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Sections
12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes ¨ No ¨.
APPLICABLE
ONLY TO CORPORATE ISSUERS
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 5,000,000 shares of common stock, par
value $.0001 per share, outstanding as of November 19, 2009.
ASIA
SELECT ACQUISITION II CORP.
-
INDEX -
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Page
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||
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PART
I – FINANCIAL INFORMATION:
|
||
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Item
1.
|
Financial
Statements:
|
1
|
|
Balance
Sheet as of June 30, 2009 (Unaudited) and March 31, 2009
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2
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|
|
Statements
of Operations (Unaudited) for the Three Months Ended June 30, 2009, for
the Period May 20, 2008 (Inception) to June 30, 2008 and Cumulative from
the Period May 20, 2008(Inception) to June 30, 2009
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3
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|
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Statement
of Stockholders Equity (Deficit) as of June 30, 2009 and March 31,
2009
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4
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|
|
Statements
of Cash Flows (Unaudited) for the Three Months ended June 30, 2009, the
Period May 20, 2008 (Inception) to June 30, 2008 and for Cumulative for
the Period from May 20, 2008 (Inception), to June 30, 2009
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5
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|
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Notes
to Financial Statements
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6
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|
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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9
|
|
Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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12
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|
Item
4.
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Controls
and Procedures
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12
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PART II – OTHER
INFORMATION:
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||
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Item
1.
|
Legal
Proceedings
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12
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Item
1A.
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Risk
Factors
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12
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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12
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|
Item
3.
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Defaults
Upon Senior Securities
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13
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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13
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Item
5.
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Other
Information
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13
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Item
6.
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Exhibits
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13
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Signatures
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14
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ii
PART I – FINANCIAL
INFORMATION
Item
1. Financial Statements.
The
accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with the instructions for Form 10-Q. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
In the
opinion of management, the financial statements contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations, and cash flows of
the Company for the interim periods presented.
The
results for the period ended June 30, 2009 are not necessarily indicative of the
results of operations for the full year. These financial statements and related
footnotes should be read in conjunction with the financial statements and
footnotes thereto included in the Company’s Form 10 filed with the Securities
and Exchange Commission on August 6, 2009.
1
Asia
Select Acquisition II Corp.
(A
Development Stage Company)
Balance
Sheets
|
June
30, 2009
|
March
31, 2009
|
|||||||
|
(Unaudited)
|
||||||||
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Assets
|
||||||||
|
Current
Assets:
|
||||||||
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Cash
and cash equivalents
|
$ | 50,105 | $ | 59,529 | ||||
|
LIABILITIES AND
STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
|
Current
Liabilities:
|
||||||||
|
Due
to related parties
|
$ | 36 | $ | - | ||||
|
Notes
payable-related parties
|
60,000 | 60,000 | ||||||
| 60,036 | 60,000 | |||||||
|
COMMITMENTS
AND CONTINGENCIES
|
||||||||
|
Stockholders'
Equity (Deficit)
|
||||||||
|
Preferred
stock: $0.0001 par value; 1,000,000 shares authorized, none issued and
outstanding
|
500 | 500 | ||||||
|
Common
stock: $0.0001 par value; 100,000,000 shares authorized, 5,000,000 shares
issued and outstanding
|
||||||||
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Additional
paid in capital
|
9,500 | 9,500 | ||||||
|
(Deficit)
Accumulated During the Development Stage
|
(19,931 | ) | (10,471 | ) | ||||
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Total
stockholders' Equity (Deficit)
|
(9,931 | ) | (471 | ) | ||||
| $ | 50,105 | $ | 59,529 | |||||
|
See
Accompanying Notes to Financial Statements
|
||||||||
2
Asia
Select Acquisition II Corp.
(A
Development Stage Company)
Statements
of Operations
(Unaudited)
|
Cumulative
|
||||||||||||
|
|
For the Period
|
for
the Period
|
||||||||||
|
Three Months Ended |
May 20, 2008
(Inception) to
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May 20, 2008
(Inception) to
|
||||||||||
|
June 30, 2009
|
June 30, 2008
|
June 30, 2009
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||||||||||
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Revenue
|
$ | - | $ | - | $ | - | ||||||
|
Expenses
|
9,460 | 2,009 | 19,931 | |||||||||
|
Net
loss for the period
|
$ | (9,460 | ) | $ | (2,009 | ) | $ | (19,931 | ) | |||
|
Loss
per share - basic and diluted
|
$ | * | ||||||||||
|
Weighted
average number of common shares outstanding - basic and
diluted
|
5,000,000 | |||||||||||
*
Less than $.01
See
Accompanying Notes to Financial Statements
3
Asia
Select Acquisition II Corp.
(A
Development Stage Company)
Statement
of Stockholders' Equity (Deficit)
|
Number
of common shares
|
Par
Value
|
Additional
Paid-in
Capital
|
(Deficit)
Accumulated
During
the
Development
Stage
|
Total
Stockholders'
Equity
(Deficit)
|
||||||||||||||||
|
Balance,
May 20, 2008 (date of inception)
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
| - | ||||||||||||||||||||
|
Sale
of common stock on September 3, 2008 at $0.00182 per share
|
5,000,000 | 500 | 8,590 | - | 9,090 | |||||||||||||||
|
Sale
of warrants on September 3, 2008 at $0.00182 per warrant
|
- | - | 910 | - | 910 | |||||||||||||||
|
Net
loss for the period
|
- | - | - | (10,471 | ) | (10,471 | ) | |||||||||||||
|
Balance,
March 31, 2009
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5,000,000 | $ | 500 | $ | 9,500 | $ | (10,471 | ) | $ | (471 | ) | |||||||||
| - | ||||||||||||||||||||
|
Net
loss for the period
|
- | - | - | (9,460 | ) | (9,460 | ) | |||||||||||||
|
Balance
June 30, 2009 (Unaudited)
|
5,000,000 | $ | 500 | $ | 9,500 | $ | (19,931 | ) | $ | (9,931 | ) | |||||||||
See
Accompanying Notes to Financial Statements
4
Asia
Select Acquisition II Corp.
(A
Development Stage Company)
Statements
of Cash Flows
(Unaudited)
|
Cumulative
|
||||||||||||
|
Three
Months
|
For
the Period
|
for
the Period
|
||||||||||
|
Ended
|
May
20, 2008 (Inception) to
|
May
20, 2008 (Inception) to
|
||||||||||
|
June
30, 2009
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June
30, 2008
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June
30, 2009
|
||||||||||
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CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
|
Net
loss
|
$ | (9,460 | ) | $ | (2,009 | ) | $ | (19,931 | ) | |||
|
Changes
in assets and liabilities:
|
||||||||||||
|
Due
to related party
|
36 | - | 36 | |||||||||
|
Net
cash used in operating activities
|
(9,424 | ) | (2,009 | ) | (19,895 | ) | ||||||
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CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
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Notes
payable-related parties
|
- | 1,722 | 60,000 | |||||||||
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Proceeds
from issuance of common stock and warrants
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- | 287 | 10,000 | |||||||||
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Net
cash provided by financing activities
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- | 2,009 | 70,000 | |||||||||
|
Change
in cash and cash equivalents during the period
|
(9,424 | ) | - | 50,105 | ||||||||
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Cash
and cash equivalents, beginning of period
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59,529 | - | - | |||||||||
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Cash
and cash equivalents, end of period
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$ | 50,105 | $ | - | $ | 50,105 | ||||||
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Supplemental
Disclosures
|
||||||||||||
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Interests
paid
|
- | - | - | |||||||||
|
Income
taxes paid .
|
- | - | - | |||||||||
See
Accompanying Notes to Financial Statements
5
Asia
Select Acquisition II Corp.
(A
Development Stage Company)
Notes to
Financial Statements
June 30,
2009
|
1.
|
Summary
of Significant Accounting Policies
|
History
Asia
Select Acquisition II Corp., (the “Company”) was incorporated in the State of
Delaware on May 20, 2008. The Company has not realized significant revenues
to date and therefore is classified as a development stage Corporation as
defined in Financial Accounting Standards Board Accounting Standards
Codification (“FASB-ASC”). The fiscal year end is March
31.
Going Concern and Plan of
Operation
The
Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company is in
the development stage and has negative working capital, negative stockholders’
equity and has not earned any revenues from operations to date. These conditions
raise substantial doubt about its ability to continue as a going
concern.
The
Company is currently devoting its efforts to locating merger
candidates. The Company's ability to continue as a going concern is
dependent upon its ability to develop additional sources of capital, locate and
complete a merger with another company, and ultimately, achieve profitable
operations. The accompanying financial statements do not include any adjustments
that might result from the outcome of these uncertainties.
Income
Taxes
The
Company uses the liability method of accounting for income
taxes. Under this method, deferred income taxes are recorded to
reflect the tax consequences in future years of temporary differences between
the tax basis of the assets and liabilities and their financial amounts at
year-end.
For
federal income tax purposes, substantially all startup and organizational
expenses must be deferred until the Company commences business. The
Company may elect a limited deduction of up to $5,000 in the taxable year in
which the trade or business begins. The $5,000 must be reduced by the
amount of startup costs in excess of $50,000. The remainder of the
expenses not deductible must be amortized over a 180-month period beginning with
the month in which the active trade or business begins. These expenses
will not be deducted for tax purposes and will represent a deferred tax
asset. The Company will provide a valuation allowance in the full amount
of the deferred tax asset since there is no assurance of future taxable
income. Tax deductible losses can be carried forward for 20 years until
utilized.
Deferred Offering
Costs
Deferred
offering costs, consisting of legal, accounting and filing fees relating to an
offering will be capitalized. The deferred offering costs will be offset against
offering proceeds in the event the offering is successful. In the event the
offering is unsuccessful or is abandoned, the deferred offering costs will be
expensed.
Cash and Cash
Equivalents
Cash and
cash equivalents consist primarily of cash in banks and highly liquid
investments with original maturities of 90 days or less.
6
Asia
Select Acquisition II Corp.
(A
Development Stage Company)
Notes to
Financial Statements
June 30,
2009
|
1
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
Concentrations of Credit
Risk
The
Company maintains all cash in deposit accounts, which at times may exceed
federally insured limits. The Company has not experienced a loss in
such accounts.
Earnings per Common
Share
Basic
earnings per common share are computed based upon the weighted average number of
common shares outstanding during the period. Diluted earnings per
share consists of the weighted average number of common shares outstanding plus
the dilutive effects of options and warrants calculated using the treasury stock
method. In loss periods, dilutive common equivalent shares are
excluded as the effect would be anti-dilutive.
At June
30, 2009 the only potential dilutive securities were 500,001 common stock
warrants. Due to the net loss, none of the potentially dilutive securities were
included in the calculation of diluted earnings per share since their effect
would be anti-dilutive.
Use of Estimates in the
Preparation of Financial Statements
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, the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates and assumptions.
Recently Issued Accounting
Pronouncements
The
Company has adopted all recently issued accounting
pronouncements. The adoption of the accounting pronouncements,
including those not yet effective, is not anticipated to have a material effect
on the financial position or results of operations of the Company.
|
2
|
COMMON
STOCK
|
During
September 2008, the Company sold for $9,090 cash 5,000,000 shares of its $.0001
par value common stock to various investors. In addition, the Company also sold
to these investors for $910 cash warrants to purchase 500,001 shares of common
stock at an exercise price of $1.00. As of June 30, 2009 the
Company had received $287 for the subscription agreements in the form of an
advance. These warrants expire 5 years from the date the Company
consummates a merger or other business combination with an operating business or
any other event to which the Company ceases to be a “shell
company.”
7
Asia
Select Acquisition II Corp.
(A
Development Stage Company)
Notes to
Financial Statements
June 30,
2009
|
3
|
NOTES
PAYABLE-RELATED PARTIES
|
On
September 3, 2008 the Company executed notes payable to related parties totaling
$60,000, which are non interest bearing and are due on the date that the Company
completes a business combination. As of June 30, 2009 the Company had
received $1,722 of the total note payable.
|
4.
|
RELATED
PARTY TRANSACTIONS
|
The
Company neither owns nor leases any real or personal property. Office services
are provided at a charge of $500 per month by Orient Ventures
Ltd. The officers and directors of the Company are involved in
other business activities and may, in the future, become involved in other
business opportunities that become available. Such persons may face a
conflict in selecting between the Company and their other business interests.
The Company has not formulated a policy for the resolution of such
conflicts.
|
5.
|
SUBSEQUENT
EVENTS
|
The
Company has evaluated events and transactions that occurred between October 1,
2009 and November 19, 2009 which is the date the financial statements were
issued for possible disclosure or recognition in the financial statements. The
Company has determined that there were no such events or transactions that
warrant disclosure or recognition in the financial statements.
8
Item
2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
Forward
Looking Statement Notice
Certain
statements made in this Quarterly Report on Form 10-Q are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of Asia Select
Acquisition II Corp. (“we”, “us”, “our” or the “Company”) to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. The forward-looking statements
included herein are based on current expectations that involve numerous risks
and uncertainties. The Company's plans and objectives are based, in part, on
assumptions involving the continued expansion of business. Assumptions relating
to the foregoing involve judgments with respect to, among other things, future
economic, competitive and market conditions and future business decisions, all
of which are difficult or impossible to predict accurately and many of which are
beyond the control of the Company. Although the Company believes its assumptions
underlying the forward-looking statements are reasonable, any of the assumptions
could prove inaccurate and, therefore, there can be no assurance the
forward-looking statements included in this Quarterly Report will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved.
Description
of Business
The
Company was incorporated in the State of Delaware on May 20, 2008. The Company
maintains its principal executive office at 300-155 West Hastings Street,
Vancouver, Canada V6E 2E9. Since inception, the Company has been engaged in
organizational efforts and obtaining initial financing. The Company was formed
as a vehicle to pursue a business combination through the acquisition of, or
merger with, an operating business. The Company filed a registration statement
on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on
August 6, 2009, and since its effectiveness, the Company has focused its efforts
to identify a possible business combination
The
Company is currently considered to be a “blank check” company. The SEC defines
those companies as "any development stage company that is issuing a penny stock,
within the meaning of Section 3(a)(51) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and
that has no specific business plan or purpose, or has indicated that its
business plan is to merge with an unidentified company or companies." Many
states have enacted statutes, rules and regulations limiting the sale of
securities of "blank check" companies in their respective jurisdictions. The
Company is also a “shell company,” defined in Rule 12b-2 under the Exchange Act
as a company with no or nominal assets (other than cash) and no or nominal
operations. Management does not intend to undertake any efforts to cause a
market to develop in our securities, either debt or equity, until we have
successfully concluded a business combination. The Company intends to comply
with the periodic reporting requirements of the Exchange Act for so long as we
are subject to those requirements.
The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Company’s principal business objective
for the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with an operating business. The Company will not
restrict its potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.
The Company currently does not engage
in any business activities that provide cash flow. During the next
twelve months we anticipate incurring costs related to:
9
(i) filing
Exchange Act reports, and
(ii) investigating,
analyzing and consummating an acquisition.
We believe we will be able to meet
these costs through use of funds in our treasury, through deferral of fees by
certain service providers and additional amounts, as necessary, to be loaned to
or invested in us by our stockholders, management or other
investors.
The Company may consider acquiring a
business which has recently commenced operations, is a developing company in
need of additional funds for expansion into new products or markets, is seeking
to develop a new product or service, or is an established business which may be
experiencing financial or operating difficulties and is in need of additional
capital. In the alternative, a business combination may involve the acquisition
of, or merger with, a company which does not need substantial additional capital
but which desires to establish a public trading market for its shares while
avoiding, among other things, the time delays, significant expense, and loss of
voting control which may occur in a public offering.
Since our Registration Statement on
Form 10 went effective, our management has had contact and discussions with
representatives of other entities regarding a business combination with us. Any
target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to
numerous risks inherent in the business and operations of financially unstable
and early stage or potential emerging growth companies. In addition, we may
effect a business combination with an entity in an industry characterized by a
high level of risk, and, although our management will endeavor to evaluate the
risks inherent in a particular target business, there can be no assurance that
we will properly ascertain or assess all significant risks.
The Company anticipates that the
selection of a business combination will be complex and extremely risky. Because
of general economic conditions, rapid technological advances being made in some
industries and shortages of available capital, our management believes that
there are numerous firms seeking even the limited additional capital which we
will have and/or the perceived benefits of becoming a publicly traded
corporation. Such perceived benefits of becoming a publicly traded corporation
include, among other things, facilitating or improving the terms on which
additional equity financing may be obtained, providing liquidity for the
principals of and investors in a business, creating a means for providing
incentive stock options or similar benefits to key employees, and offering
greater flexibility in structuring acquisitions, joint ventures and the like
through the issuance of stock. Potentially available business combinations may
occur in many different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.
Liquidity
and Capital Resources
As of June 30, 2009, the Company had
assets equal to $50,105 comprised exclusively of cash, cash equivalents and
prepaid expenses. This compares with assets of $59,529, comprised exclusively of
cash and cash equivalents, as of March 31, 2009. The Company’s
current liabilities as of June 30, 2009 totaled $60,036, comprised exclusively
of monies due to related parties and notes payable to related to parties.. This
compares to the Company’s current liabilities as of March 31, 2009 of $60,000.
The Company can provide no assurance that it can continue to satisfy its cash
requirements for at least the next twelve months.
The following is a summary of the
Company's cash flows provided by (used in) operating, investing, and financing
activities for the three months ended June 30, 2009, the period from May 20,
2008 (Inception) to June 30, 2008 and the cumulative period from May 20, 2008
(Inception) to June 30, 2009:
10
|
For the Three
Months Ended
June 30, 2009
|
For the
Period from
May 20, 2008
(Inception) to
June 30, 2008
|
For the
Cumulative
Period from
May 20, 2008
(Inception) to
June 30, 2009
|
||||||||||
|
Net
Cash (Used in) Operating Activities
|
$ | (9,424 | ) | $ | (2,009 | ) | $ | (19,895 | ) | |||
|
Net
Cash (Used in) Investing Activities
|
$ | - | $ | - | $ | - | ||||||
|
Net
Cash Provided by Financing Activities
|
$ | - | $ | 2,009 | $ | 70,000 | ||||||
|
Net
Increase (Decrease) in Cash and Cash Equivalents
|
$ | (9,424 | ) | $ | - | $ | 50,105 | |||||
The
Company has only cash assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. In addition, the Company
is dependent upon certain related parties to provide continued funding and
capital resources. If continued funding and capital resources are unavailable at
reasonable terms, the Company may not be able to implement its plan of
operations.
Results
of Operations
The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from May 20, 2008 (Inception) to June 30,
2009. It is unlikely the Company will have any revenues unless it is
able to effect an acquisition or merger with an operating company, of which
there can be no assurance. It is management's assertion that these
circumstances may hinder the Company's ability to continue as a going
concern. The Company’s plan of operation for the next twelve months shall
be to continue its efforts to locate suitable acquisition
candidates.
For the
three months ended June 30, 2009, the Company had a net loss of $9,460,
comprised of legal, accounting, audit and other professional service fees
incurred in relation to the formation of the Company and the preparation of the
Company’s registration statement on Form 10 in August of 2009.
For the
cumulative period from May 20, 2008 (Inception) to June 30, 2008, the Company
had a net loss of $2,009, comprised exclusively of legal, accounting, audit and
other professional service fees incurred in relation to the formation of the
Company and the preparation of the Company’s Registration Statement on Form 10
in August of 2009.
For the
cumulative period from May 20, 2008 (Inception) to June 30, 2009, the Company
had a net loss of $19,931, comprised exclusively of legal, accounting, audit and
other professional service fees incurred in relation to the formation of the
Company and the preparation of the Company’s Registration Statement on Form 10
in August of 2009.
Off-Balance Sheet
Arrangements
The Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company’s financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to
investors.
11
Contractual
Obligations
As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.
Item
3. Quantitative and Qualitative Disclosures About Market
Risk.
As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
information required by this Item.
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules, regulations and related forms, and that
such information is accumulated and communicated to our principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.
As of
June 30, 2009, we carried out an evaluation, under the supervision and with the
participation of our principal executive officer and our principal financial
officer of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our principal executive
officer and our principal financial officer concluded that our disclosure
controls and procedures were effective as of the end of the period covered by
this report.
Changes
in Internal Controls
There have been no changes in our
internal controls over financial reporting during the quarter ended June 30,
2009 that have materially affected or are reasonably likely to materially affect
our internal controls.
PART II — OTHER
INFORMATION
Item
1. Legal Proceedings.
To the best knowledge of the officers
and directors, the Company is not a party to any legal proceeding or
litigation.
Item
1A. Risk Factors.
As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
information required by this Item.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
On
September 3, 2008, the Company issued an aggregate of 5,000,000 shares of Common
Stock and warrants (the “Warrants”) to purchase 500,001 shares of common stock
for an aggregate purchase price equal to $10,000. The warrants are
exercisable upon the consummation of our initial business combination and expire
five years from such date.
On September 3, 2008 the Company issued
promissory notes to certain stockholders for an aggregate amount of $60,000 to
pay for operating expenses. The promissory notes are non-interest
bearing and are due on the date that the Company consummates a
business combination with a private company in a reverse merger or reverse
takeover transaction or other transaction after which the Company would cease to
be a shell company (as defined in Rule 12b-2 under the Securities Exchange Act
of 1934, as amended).
12
No
securities have been issued for services. Neither the Registrant nor any person
acting on its behalf offered or sold the securities by means of any form of
general solicitation or general advertising. No services were performed by any
purchaser as consideration for the shares issued.
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.
(a) Exhibits
required by Item 601 of Regulation S-K.
|
Exhibit No.
|
Description
|
|
|
*3.1
|
Certificate
of Incorporation, as filed with the Delaware Secretary of State on August
29, 2008.
|
|
|
*3.2
|
By-laws.
|
|
|
31.1
|
Certification
of the Company’s Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
Report on Form 10-Q for the quarter ended June 30,
2009.
|
|
|
31.2
|
Certification
of the Company’s Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
Report on Form 10-Q for the quarter ended June 30,
2009.
|
|
|
32.1
|
Certification
of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
32.2
|
Certification
of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
*
|
Filed
as an exhibit to the Company's Registration Statement on Form 10, as filed
with the SEC on August 6, 2009, and incorporated herein by this
reference.
|
13
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.
|
ASIA
SELECT ACQUSITION II CORP.
|
|||
|
Dated:
November 19, 2009
|
By:
|
/s/ Min Kuang
|
|
|
Min
Kuang
|
|||
|
President,
Secretary and Director
|
|||
|
Principal
Executive Officer
|
|||
|
Principal
Financial Officer
|
|||
14