Attached files
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EX-31.1 - EX-31.1 - ASIA SELECT ACQUISITION III CORP | v211060_ex31-1.htm |
EX-31.2 - EX-31.2 - ASIA SELECT ACQUISITION III CORP | v211060_ex31-2.htm |
EX-32.2 - EX-32.2 - ASIA SELECT ACQUISITION III CORP | v211060_ex32-2.htm |
EX-32.1 - EX-32.1 - ASIA SELECT ACQUISITION III CORP | v211060_ex32-1.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 December 31, 2010
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 000-53753
Asia Select Acquisition III
Corp.
(Exact
name of registrant as specified in its charter)
Delaware
|
98-0594314
|
|
(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 ¨
|
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 February 14, 2011.
ASIA
SELECT ACQUISITION III CORP.
-
INDEX -
Page
|
|||
PART
I – FINANCIAL INFORMATION:
|
|||
Item
1.
|
Financial
Statements:
|
1
|
|
Balance
Sheets as of December 31, 2010 (Unaudited) and March 31,
2010
|
2
|
||
Statements
of Operations (Unaudited) for the Three and Nine Months
Ended
|
|||
December
31, 2010, the Three and Nine Months Ended December 31, 2009
and
|
|||
the
Cumulative Period from August 29, 2008 (Inception) to December 31,
2010
|
3
|
||
Statements
of Cash Flows (Unaudited) for the Nine Months Ended
|
|||
December
31, 2010, the Nine Months ended December 31, 2009 and the
|
|||
Cumulative
Period from August 29, 2008 (Inception) to December 31,
2010
|
4
|
||
Notes
to Financial Statements
|
5
|
||
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
7
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
10
|
|
Item
4.
|
Controls
and Procedures
|
10
|
|
PART II – OTHER
INFORMATION:
|
|||
Item
1.
|
Legal
Proceedings
|
10
|
|
Item
1A.
|
Risk
Factors
|
10
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
10
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
11
|
|
Item
4.
|
Removed
and Reserved
|
11
|
|
Item
5.
|
Other
Information
|
11
|
|
Item
6.
|
Exhibits
|
11
|
|
Signatures
|
13
|
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 December 31, 2010 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-K filed with the
Securities and Exchange Commission on June 29, 2010.
1
ASIA
SELECT ACQUISITION III CORP.
(A
Development Stage Company)
Balance
Sheets
(Expressed
in US dollars)
December
31,
2010
$
|
March
31,
2010
$
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current
Assets
|
||||||||
Cash
|
8,183 | 8,122 | ||||||
Total
Assets
|
8,183 | 8,122 | ||||||
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current
Liabilities
|
||||||||
Accounts
payable
|
4,027 | 10,260 | ||||||
Due
to related parties (Note 4)
|
84,515 | 60,000 | ||||||
Total
Liabilities
|
88,542 | 70,260 | ||||||
Going
Concern (Note 2)
|
||||||||
Stockholders’
Deficit
|
||||||||
Preferred
Stock, 1,000,000 shares authorized, $0.0001 par value, none
issued
|
– | – | ||||||
Common
stock, 100,000,000 shares authorized, $0.0001 par value 5,000,000 shares
issued and outstanding
|
500 | 500 | ||||||
Additional
paid-in capital
|
9,500 | 9,500 | ||||||
Deficit
accumulated during the development stage
|
(90,359 | ) | (72,138 | ) | ||||
Total
Stockholders’ Deficit
|
(80,359 | ) | (62,138 | ) | ||||
Total
Liabilities and Stockholders’ Deficit
|
8,183 | 8,122 |
(The
accompanying notes are an integral part of these financial
statements)
2
ASIA
SELECT ACQUISITION III CORP.
(A
Development Stage Company)
Statements
of Operations
(Expressed
in US dollars)
(unaudited)
Three months
ended
|
Three months
ended
|
Nine months
ended
|
Nine months
ended
|
Accumulated from
August 29, 2008
(date of inception)
|
||||||||||||||||
December
31,
|
December
31,
|
December
31,
|
December
31,
|
to
December 31,
|
||||||||||||||||
2010
|
2009
|
2010
|
2009
|
2010
|
||||||||||||||||
$
|
$
|
$
|
$
|
$
|
||||||||||||||||
Revenue
|
– | – | – | – | – | |||||||||||||||
Expenses
|
||||||||||||||||||||
General
and administrative (Note 4)
|
4,098 | 10,153 | 18,221 | 33,867 | 90,359 | |||||||||||||||
Total
Expenses
|
4,098 | 10,153 | 18,221 | 33,867 | 90,359 | |||||||||||||||
Net
Loss
|
(4,098 | ) | (10,153 | ) | (18,221 | ) | (33,867 | ) | (90,359 | ) | ||||||||||
Net
Loss Per Common Share, Basic and Diluted
|
– | – | – | (0.01 | ) | |||||||||||||||
Weighted
Average Number of Common Shares Outstanding
|
5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
(The
accompanying notes are an integral part of these financial
statements)
3
ASIA
SELECT ACQUISITION III CORP.
(A
Development Stage Company)
Statements
of Cash Flows
(Expressed
in US dollars)
(unaudited)
Nine months
ended December
31,
2010
|
Nine months
ended
December 31,
2009
|
Accumulated from
August 29, 2008
(date of inception)
to December 31,
2010
|
||||||||||
Operating
Activities
|
||||||||||||
Net
loss
|
(18,221 | ) | (33,867 | ) | (90,359 | ) | ||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Accounts
payable
|
(6,233 | ) | 1,417 | 4,027 | ||||||||
Net
Cash Used in Operating Activities
|
(24,454 | ) | (32,450 | ) | (86,332 | ) | ||||||
Financing
Activities
|
||||||||||||
Advances
from related parties
|
33,086 | – | 93,086 | |||||||||
Repayment
of advances from related parties
|
(8,571 | ) | (8,571 | ) | ||||||||
Proceeds
from the issuance of common stock
|
3,086 | – | 13,086 | |||||||||
Common
stock repurchased
|
(3,086 | ) | (3,086 | ) | ||||||||
Net
Cash Provided by Financing Activities
|
24,515 | – | 94,515 | |||||||||
Increase
(Decrease) in Cash
|
61 | (32,450 | ) | 8,183 | ||||||||
Cash,
Beginning of Period
|
8,122 | 50,988 | – | |||||||||
Cash,
End of Period
|
8,183 | 18,538 | 8,183 | |||||||||
Supplemental
Disclosures:
|
||||||||||||
Interest
paid
|
– | – | – | |||||||||
Income
tax paid
|
– | – | – |
(The
accompanying notes are an integral part of these financial
statements)
4
Asia
Select Acquisition III Corp.
(A
Development Stage Company)
Notes to
the Financial Statements
December
31, 2010
(Expressed
in US dollars)
(unaudited)
1.
|
Basis
of Presentation
|
The
accompanying financial statements of Asia Select Acquisition III Corp. (the
“Company”) should be read in conjunction with the financial statements and
accompanying notes filed with the U.S. Securities and Exchange Commission in the
Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010.
In the opinion of management, the accompanying financial statements reflect all
adjustments of a recurring nature considered necessary to present fairly the
Company’s financial position and the results of its operations and its cash
flows for the periods shown.
The
preparation of financial statements in accordance with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported. Actual results could differ
materially from those estimates. The results of operations and cash flows for
the periods shown are not necessarily indicative of the results to be expected
for the full year.
2.
|
Going
Concern
|
These
financial statements have been prepared on a going concern basis, which implies
the Company will continue to realize its assets and discharge its obligations in
the normal course of business. As of December 31, 2010, the Company has not
generated any revenues, has a working capital deficit of $80,359, and has
accumulated losses since inception. The continuation of the Company as a going
concern is dependent upon the continued financial support from its shareholders,
the ability of the Company to obtain necessary equity financing to continue
operations, the acquisition of a business and attainment of profitable
operations. These factors raise substantial doubt regarding the Company’s
ability to continue as a going concern. These financial statements do not
include any adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.
3.
|
Recent
Accounting Pronouncements
|
In
January 2010, the FASB issued an amendment to ASC 820, “Fair Value Measurements
and Disclosures”, to require reporting entities to separately disclose the
amounts and business rationale for significant transfers in and out of Level 1
and Level 2 fair value measurements and separately present information regarding
purchase, sale, issuance, and settlement of Level 3 fair value measures on a
gross basis. The adoption of this standard with the exception of disclosures
regarding the purchase, sale, issuance, and settlement of Level 3 fair value
measures which are effective for fiscal years beginning after December 15, 2010,
did not have a material effect on the financial statements. The adoption of the
remainder of the standard is not expected to have a material effect on the
Company’s financial statements.
The
Company has implemented all new accounting pronouncements that are in effect and
that may impact its financial statements and does not believe that there are any
other new accounting pronouncements that have been issued that might have a
material impact on its financial position or results of
operations.
5
Asia
Select Acquisition III Corp.
(A
Development Stage Company)
Notes to
the Financial Statements
December
31, 2010
(Expressed
in US dollars)
(unaudited)
4.
|
Related
Party Transactions
|
(a)
|
During
the nine months ended December 31, 2010, the Company paid $4,500 (2009 -
$4,500) in office and administrative fees to a company controlled by the
President of the Company.
|
(b)
|
On
June 11, 2010, the Company issued a promissory note for $33,086 for
proceeds received from a company controlled by the President of the
Company. The loan payable is non-interest bearing, unsecured, and due on
demand.
|
(c)
|
During
the nine months ended December 31, 2010, the Company repaid $8,571 to a
former director of the Company for a promissory note issued during the
year ended March 31, 2009.
|
5.
|
Common
Stock
|
|
On
July 29, 2010, the Company repurchased 1,542,858 shares of common stock
for $3,086. On the same date, the Company issued 1,542,858 shares of
common stock for proceeds of
$3,086.
|
6
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 III 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 August 29, 2008
(Inception). 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:
(i) filing
Exchange Act reports, and
7
(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. As of the date of the period covered by this
report, the Company has $8,183 in its treasury. There are no assurances that the
Company will be able to secure any additional funding as needed.
Currently, however, our ability to continue as a going concern is dependent
upon our ability to generate future profitable operations and/or to obtain the
necessary financing to meet our obligations and repay our liabilities arising
from normal business operations when they come due. Our ability to continue as a
going concern is also dependent on our ability to find a suitable target Company
and enter into a possible reverse merger with such Company. Management’s plan
includes obtaining additional funds by equity financing through a reverse merger
transaction and/or related party advances, however there is no assurance of
additional funding being available.
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 not had any
contact or 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. Our management anticipates that it will likely be able
to effect only one business combination, due primarily to our limited financing
and the dilution of interest for present and prospective stockholders, which is
likely to occur as a result of our management’s plan to offer a controlling
interest to a target business in order to achieve a tax-free reorganization.
This lack of diversification should be considered a substantial risk in
investing in us, because it will not permit us to offset potential losses from
one venture against gains from another.
The Company anticipates that the
selection of a business combination will be complex and extremely risky. Our
management believes that there are numerous firms seeking 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 December 31, 2010, the Company
had assets equal to $8,183 comprised exclusively of cash. This compares with
assets of $8,122, comprised exclusively of cash as of March 31, 2010. The
Company’s current liabilities as of December 31, 2010 totaled $88,542, comprised
exclusively of accounts payable and notes payable to related parties. This
compares to the Company’s current liabilities as of March 31, 2010 of $70,260,
comprised exclusively of accounts payable and notes payable to related parties.
The Company can provide no assurance that it can continue to satisfy its cash
requirements for at least the next twelve months.
8
The following is a summary of the
Company's cash flows provided by (used in) operating, investing, and financing
activities for the nine months ended December 31, 2010 and December 31, 2009 and
the period from August 29, 2008 (Inception) to December 31, 2010:
For the Nine
Months Ended
December 31,
2010
|
For the Nine
Months ended
December 31,
2009
|
For the Cumulative
Period from
August 29, 2008
(Inception) to
December 31, 2010
|
||||||||||
Net
Cash (Used in) Operating Activities
|
$ | (24,454 | ) | $ | (32,450 | ) | $ | (86,332 | ) | |||
Net
Cash (Used in) Investing Activities
|
$ | - | $ | - | $ | - | ||||||
Net
Cash Provided by Financing Activities
|
$ | 24,515 | $ | - | $ | 94,515 | ||||||
Net
Increase (decrease) in Cash
|
$ | 61 | $ | (32,450 | ) | $ | 8,183 |
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 August 29, 2008 (Inception) to December 31,
2010. 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 and nine months ended December 31, 2010, the Company had a net loss of
$4,098 and $18,221 respectively, comprised of legal, accounting, audit and other
professional service fees incurred in relation to the preparation and the filing
of the Company’s periodic reports on Form 10-Q and Form 10-K.
For the
three and nine months ended December 31, 2009, the Company had a net loss of
$10,153 and $33,867, comprised of legal, accounting, audit and other
professional service fees incurred in relation to the preparation and filing of
the Company’s Form 10 in August of 2009 and its periodic reports on Form 10-Q
and Form 10-K.
For the
cumulative period from August 29, 2008 (Inception) to December 31, 2010, the
Company had a net loss of $90,359 comprised exclusively of legal, accounting,
audit and other professional service fees incurred in relation to the formation
of the Company, the filing of the Company’s Registration Statement on Form 10 in
August of 2009 and the filing of the Company’s periodic reports on Form 10-Q and
Form 10-K.
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.
9
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
December 31, 2010, 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 December 31,
2010 that have materially affected or are reasonably likely to materially affect
our internal controls.
PART II — OTHER
INFORMATION
Item
1. Legal Proceedings.
There are
presently no material pending legal proceedings to which the Company, any of its
subsidiaries, any executive officer, any owner of record or beneficially of more
than five percent of any class of voting securities is a party or as to which
any of its property is subject, and no such proceedings are known to the
Registrant to be threatened or contemplated against it.
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.
Unregistered
Sales
On July
29, 2010, the Company sold 1,542,858 shares of common stock, par value $.0001
(the “Common Stock”) to Orient Venture Management Limited, a Hong Kong company
(“Orient”). The Company sold such shares of Common Stock to Orient for an
aggregate purchase price equal to $3,086.00 (the “Sale of Stock”) and pursuant
to the terms and conditions contained in that certain common stock purchase
agreement (the “Purchase Agreement”). The Company consummated the Sale of
Stock under the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended (the “Securities Act”). The description of
the Purchase Agreement included herein is intended to be a summary only and is
qualified in its entirety by the terms of the Purchase Agreement filed as
Exhibit 10.4 to the Company’s Form 8-K filed on August 3, 2010.
10
Issuer
Purchases of Equity Securities
Period
|
(a)
Total Number of
Shares (or Units)
Purchased
|
(b) Average Price
Paid per Share (or
Unit)
|
(c) Total Number of
Shares (or
Units)
Purchased as
Part of Publicly
Announced
Plans
or Programs
|
(d) Maximum
Number (or
Approximate Dollar
Value) of Shares (or
Units)
that May Yet
Be Purchased
Under the Plans or
Programs
|
||||||||||||
July
1 through July 31 (1)
|
1,542,858 | $ | 0.002 | – | – | |||||||||||
August
1 through August 31
|
– | – | – | – | ||||||||||||
September
1 through September 30
|
– | – | – | – |
(1)
|
On
July 29, 2010, the Company repurchased an aggregate of 1,542,858 shares
(the “Shares”) of its Common Stock from certain of its shareholders for an
aggregate purchase price equal to $3,086.00 (the “Repurchase”) pursuant to
the terms and conditions contained in those certain separate repurchase
agreements (the “Repurchase Agreement”). The description of the Repurchase
Agreement included herein is intended to be a summary only and is
qualified in its entirety by the terms of the Repurchase Agreement filed
as Exhibit 10.1, 10.2, and 10.3 to the Company’s Form 8-K filed on August
3, 2010.
|
Item 3. Defaults Upon Senior
Securities.
None.
Item 4. Removed and
Reserved.
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 December 31,
2010.
|
|
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 December 31,
2010.
|
|
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.
|
11
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 III CORP.
|
||
Dated:
February 14, 2011
|
By:
|
/s/ Min Kuang
|
Min
Kuang
|
||
President,
Secretary and Director
|
||
Principal
Executive Officer
|
||
Principal
Financial Officer
|
12