UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


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


For the quarterly period ended December 31, 2015


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


Commission File Number: 000-21909


ASIA TRAVEL CORPORATION

(Exact name of registrant as specified in its charter)


Nevada

86-0779928

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)


Unit 1202, Level 12, One Peking,

1 Peking Road, Tsim Sha Tsui,

Kowloon, Hong Kong

(Address of principal executive office)


+852 39809369

(Registrant's telephone number, including area code)



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


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


 

 

 

 

Large Accelerated Filer [  ]

Accelerated Filer [  ]

Non-accelerated Filer [  ]

Smaller Reporting Company [X]

 

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


Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 177,748,501 shares of common stock, par value $0.001, as of February 12, 2016.



1




TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

 

 

 

Item 1.

Financial Statements

3

 

 

 

 

Condensed Consolidated Balance Sheets as of December 31, 2015 (unaudited) and March 31, 2015

3

 

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended December 31, 2015 and 2014 (unaudited) and Nine Months Ended December 31, 2015 and 2014 (unaudited)

4

 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2015 and 2014 (unaudited)

5

 

Notes to Consolidated Financial Statements

6

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Conditions and Results of Operations

13

 

 

 

Item 3.

Quantitative and Qualitative Disclosure about Market Risk

15

 

 

 

Item 4.

Controls and Procedures

15

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

Item 6.

Exhibits

17

 

 

 

SIGNATURES

18




2




PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

ASIA TRAVEL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

 

 

December 31,

March 31,

 

2015

2015

 

 

 

ASSETS



Current assets:



Cash in bank

 $          121,822

 $     254,321

Accounts receivables

             67,847

           22,812

  Total current assets

           189,669

         277,133

 



Non-current assets:



Related party receivables

                    -   

           35,458

Property, plant and equipment, net of accumulated depreciation

        3,638,849

     3,894,705

  Total non-current assets

        3,638,849

     3,930,163

 



Total assets

 $    3,828,518

 $  4,207,296

 



LIABILITIES AND STOCKHOLDERS' EQUITY



Current liabilities:



Accounts payable and accrued expenses

   $         4,179

  $     100,948

Current maturities of long-term debt

           238,342

         194,934

Related party payables

      4,094,637

    2,283,104

  Total current liabilities

        4,337,158

     2,578,986

 



Non-current maturities of long-term debt

        1,232,759

     1,974,449

 



Total liabilities

 $    5,569,917

 $  4,553,435

 



Stockholders' deficit:



Preferred stock: par value $0.001 per share; 10,000,000 shares authorized, 20,000 shares issued and outstanding respectively

   $               20

  $             20

 



Common stock:



 $0.001 par value, 990,000,000 shares authorized;
177,748,501 and 177,748,501 shares issued and outstanding, respectively

           177,748

         177,748

Capital in excess of par value

        9,496,072

     9,496,072

Accumulated deficit

   (11,442,643)

 (10,024,085)

Accumulated other comprehensive income

             27,404

             4,106

  Total stockholders' deficit

      (1,741,399)

       (346,139)

 



Total liabilities and stockholders' deficit

 $    3,828,518

 $  4,207,296

 

 

 

See the accompanying notes to the unaudited condensed consolidated financial statements

ASIA TRAVEL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (unaudited)

 

 

 

 

 

 

For the three months ended

For the nine months ended

 

December 31,

December 31,

December 31,

December 31,

 

2015

2014

2015

2014

 

 

 

 

 

Revenue

$           125,260

 $       312,179

 $           389,580

 $         598,046

Cost of sales

               48,968

           178,886

             165,861

            307,635

Gross margin

               76,292

             133,293

              223,719

            290,411

 





EXPENSES





  General and administrative

              49,035

           595,314

          1,441,561

          952,992

  Depreciation

                26,808

             27,871

                81,627

             83,169

    Total expenses

             75,843

           623,185

          1,523,188

         1,036,161

 





OPERATING PROFIT / (LOSS)

            449

         (488,892)

         (1,299,469)

         (745,750)

 





OTHER INCOME AND EXPENSES





  Interest income

                        17

                     23

                        45

                     60

  Loan interest

               (35,129)

            (48,219)

              (119,134)

           (146,788)

     Total other income and expenses

               (35,112)

            (48,196)

              (119,089)

           (146,728)

 





LOSS BEFORE INCOME TAXES

             (34,663)

          (538,088)

          (1,418,558)

          (892,478)

  Provision for income taxes

                        -   

                      -   

                        -   

                     -   

 





NET LOSS

 $          (34,663)

 $       (538,088)

 $      (1,418,558)

 $       (892,478)

 





Comprehensive loss:





Foreign currency translation gain

                 11,271

               8,571

               23,298

                1,667

 





Comprehensive loss

 $         (23,392)

 $      (529,517)

 $      (1,395,260)

 $       (890,811)

 





 





LOSS PER SHARE - basic and diluted

 $                 (0.00)

 $                      -

 $                 (0.00)

 $                      -  

 





WEIGHTED AVERAGE NUMBER OF COMMON SHARES
- basic and diluted

       177,748,501

       177,748,501

       177,748,501

     177,748,501

 

 

 

 

 

See the accompanying notes to the unaudited condensed consolidated financial statements

ASIA TRAVEL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

 

 

 

 

For the nine months ended

 

December 31,

December 31,

 

2015

2014

 



CASH FLOWS FROM OPERATING ACTIVITIES:



Net loss

 $  (1,418,558)

 $           (892,478)

Adjustments to reconcile net loss to net cash used in operating activities:



Depreciation

             81,627

                 83,169

Changes in assets and liabilities



  Increase in accounts receivables

          (47,198)

               (60,659)

  Increase in deposit

-

             (6,668)

  (Decrease) / Increase in account payables

      (93,216)

               64,217

  Decrease in accrued expenses and other payables

             (1,854)

                           -   

  Decrease in accrued liabilities

                      -

          (1,184,628)

    Net cash used in operating activities

     (1,479,199)

          (1,997,047)

 



CASH FLOWS FROM INVESTING ACTIVITIES:



  Repayments to related parties

              721,925

               794,499

    Net cash provided by investing activities

          721,925

               794,499

 



CASH FLOWS FROM FINANCING ACTIVITIES:



  Loan from related party

       1,250,531

            1,334,830

  Repayment of long-term debt

              (618,604)

              (133,281)

    Net cash provided by financing activities

           631,927

           1,201,549

 



Net decrease in cash and cash equivalents

        (125,347)

               (999)

Cash and cash equivalents, beginning of period

          254,321

               205,565

 



Effect of currency rate changes on cash

             (7,152)

                  533

 



Cash and cash equivalents, end of period

 $          121,822

 $           205,099

 



SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:


Interest paid for long-term debt

 $          119,134

 $             146,788

Taxes paid

$                      -

 $                        -

 

 

 

Non cash investing and financing activities:

$                    -

 $                        -

 

 

 

See the accompanying notes to the unaudited condensed consolidated financial statements



5




ASIA TRAVEL CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALT STATEMENT

December 31, 2015


Note 1: Basis of Presentation and Summary of Significant Accounting Policies

The interim condensed consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim condensed consolidated financial statements be read in conjunction with the Form 10-K Current Report filed by the Company on June 26, 2015. The Company follows the same accounting policies in the preparation of interim reports.

Organization 

Asia Travel Corporation (formerly Realgold International, Inc.)  (the “Company” or “Asia Travel”) was incorporated under the laws of the State of Arizona on November 14, 1994. On November 22, 1996, the Company reincorporated under the laws of the State of Nevada and effected a forward split of its common stock on a basis of approximately 242 shares of the Nevada corporation for each share of the Arizona corporation. The Company ceased to actively pursue its business operations relating to the publishing of interactive media software in July, 1999. On May 23, 2013, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of Nevada changing its name from Realgold International, Inc. to Asia Travel Corporation. During December 2011, the Company established a subsidiary in Hong Kong, Asia Travel (Hong Kong) Limited (formerly Realgold Venture Pte Limited) (“Asia Travel (Hong Kong)”).

On November 22, 2012, Asia Travel (Hong Kong) entered into a Lease Management Agreement (“Lease Management Agreement”) with Zhuhai Tengfei Investment Co., Ltd. (“Tengfei Investment”), a limited liability company formed under the laws of the People’s Republic of China (“China” or “PRC”). Under the Lease Management Agreement, Tengfei Investment leased the managerial and operating rights of Zhuhai Tengda International Travel Agency Co., Ltd. (“Tengda Travel”), a wholly owned subsidiary of Tengfei Investment, to Asia Travel (Hong Kong). Based on the agreement, Asia Travel (Hong Kong) obtained 20 years of business operation right from Tengda Travel from November 11, 2012 to November 19, 2032 for a consideration of US$16,048 (RMB100,000) per year.

On November 25, 2012, Asia Travel (Hong Kong) entered into an Ownership Transfer Agreement (“Ownership Transfer Agreement’) with Tengfei Investment. Under the Ownership Transfer Agreement, Tengfei Investment transfers to Asia Travel (Hong Kong) 100% of the ownership of Zhuhai Tengda Business Hotel Co., Ltd. (“Tengda Hotel”) for a total transfer price of RMB 400,000 (approximately $64,192).

On November 29, 2012, the Bureau of Science and Technology Industry Trade and Information of Zhuhai City approved the ownership transfer of Tengda Hotel to Asia Travel (Hong Kong). On March 26, 2013, Guangdong Province Department of Foreign Trade and Economic Cooperation approved this ownership transfer.

Tengda Hotel and Tengda Travel are wholly owned subsidiaries of Tengfei Investment. They are considered as entities under common control. Accordingly, the financial statements for Tengda Hotel and Tengda Travel have been consolidated for all periods presented, similar to a pooling-of-interests.

Tengda Travel is a limited liability company formed under the laws of the People’s Republic of China on December 23, 2011. As of March 31, 2013, Tengda Travel had registered capital of RMB 300,000, or approximately $47,662 based on the exchange rate as of March 31, 2013. Tengda Travel’s principal activity is



6



to provide packaged tours, air ticketing, reservation of hotel rooms and golf courses and organize corporate conferences, exhibitions and show events for its customers.

Tengda Hotel, formerly named Zhuhai Meihua Hotel Co., Ltd., is a limited liability company formed under the laws of the People’s Republic of China on January 16, 2006. Tengda Hotel had registered capital of RMB 500,000, or approximately $79,403 based on the exchange rate as of March 31, 2013. Tengda Hotel is a three-star hotel with 59 guest rooms, including 24 Standard Rooms, 24 Deluxe Rooms, 10 Business Rooms and 1 Luxury Suite, with many other amenities including fitness club, gym, business center, gift shop, meeting room , ballroom, game room, and a large parking lot.

Upon the completion of the said ownership transfer, Tengda Hotel became the wholly owned subsidiary of Asia Travel (Hong Kong).

On November 6, 2013, Tengda Hotel entered into an Ownership Transfer Agreement (“Ownership Transfer Agreement’) with Zhou Hui Juan and Yu Li Ying. Under the Ownership Transfer Agreement, Zhou Hui Juan and Yu Li Ying transfers to Tengda Hotel 100% of the ownership of Tengfei Investment for a total transfer price of RMB5,000,000 (approximately $820,309).

On January 22, 2014, the Bureau of Science and Technology Industry Trade and Information of Zhuhai City approved the ownership transfer of Tengfei Investment to Tengda Hotel.

Upon the completion of the said ownership transfer, Tengfei Investment became the wholly owned subsidiary of Tengda Hotel. Lease Management Agreement would be automatically terminated on January 22, 2014.

On May 23, 2012, the Board of Directors of the Company adopted an Amendment to the Articles of Incorporation to increase authorized stock from 10,000,000 preferred shares and 99,000,000 common shares to 10,000,000 preferred shares and 990,000,000 common shares.

Foreign currency translation

The exchange rates used to translate amounts in RMB into USD for the purposes of preparing the consolidated financial statements were as follows:

 

December 31, 2015

December 31, 2014

Nine months ended RMB : USD exchange rate

6.4952

6.2055

Nine-months-average RMB : USD exchange rate

6.2984

6.1815


Income (loss) per common share

Basic and diluted net loss per common share is computed using the net loss applicable to common shareholders and the weighted average number of shares of common stock outstanding. Diluted net loss per common share does not differ from basic net loss per common share since potential shares of common stock from conversion of preferred stocks are anti-dilutive for all periods presented. The fully diluted shares would be 177,748,501 and 177,748,501 for the nine months ended December 31, 2015 and December 31, 2014, respectively.

Recently issued accounting pronouncements

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.



7



The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company 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.

The carrying values of all of our other financial instruments, which include accounts receivable, accounts payable and accrued liabilities, and due to related parties approximate their current fair values because of their nature and respective maturity dates or durations.

Note 2: Income Taxes

The Company was incorporated in the United States and has operations in three tax jurisdictions - the United States, the Hong Kong Special Administrative Region (“HK SAR”), and mainland China.

USA

The Company and its subsidiaries are subject to income taxes on an entity basis on income arising in, or derived from, the tax jurisdiction in which they operate. As the Company had no income generated in the United States, there was no tax expense or tax liability.

Hong Kong

Asia Travel (Hong Kong) was incorporated in Hong Kong and is subject to Hong Kong income taxes. As Asia Travel (Hong Kong) had no income generated in Hong Kong, there was no tax expense or tax liability.

China

Tengda Hotel, Tengfei and Tengda Travel, which were incorporated in the PRC, are governed by the income tax law of the PRC and are subject to PRC enterprise income tax (“EIT”).

Income tax expenses (benefit) consist of the following:

 

For the nine months ended

December 31,

 

2015

2014

 

 

 

Current

$                  -

$                  -

Deferred

                    -

                    -

Total

$                  -

$                  -


The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of FASB ASC 740. The Company has recorded no deferred tax assets or liabilities as of December 31, 2015, and December 31, 2014. The amount of and ultimate realization of the benefits from the operating loss carry forwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company and other future events, the effects of which cannot be determined at this time. Because of the uncertainty surrounding the realization of the loss carry forwards, the Company has established a valuation allowance equal to the tax effect of the loss carry forwards and, therefore, no deferred tax asset has been recognized for the loss carry forwards.

The Company has no tax positions at December 31, 2015, and December 31, 2014 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.  The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.  During the nine months ended December 31, 2015 and 2014, the Company recognized no interest and penalties.  The Company had no accruals for interest and penalties at December 31, 2015 and December 31, 2014. Income tax periods 2012, 2013, and 2014 are open for examination by taxing authorities.



8




Note 3: Long term debt

 

December 31, 2015

March 31, 2015

Bank loan - wholly repayable in year 2024

$               1,471,101

$                2,169,383

Less: current maturities of long-term debt

(238,342)

(194,934)

 



Non-current maturities of long-term debt

$               1,232,759

$                1,974,449


Bank name

Interest rate

Term

Ping An Bank

Fixed annual rate of 8.52%

From April 24, 2013 to April 23, 2023


Interest expenses incurred on long term debt for the nine months ended December 31, 2015 and 2014 were $119,134 and $146,788 respectively.

Buildings with net book value of approximately $2,607,369 and $2,772,300 were used as collateral of bank borrowings as at December 31, 2015 and March 31, 2015, respectively.

Note 4: Capital Stock

Preferred stock

The Company has 10,000,000 shares of authorized preferred stock at $0.001 par value. As of December 31, 2015 and March 31, 2015, the Company has 20,000 and 20,000 shares of preferred stock issued and outstanding, respectively.

On February 2012 our CEO purchased Series A Preferred Stock for a total price of $20,000. One share of Series A Preferred Stock may be converted into 1,000 shares of Common Stock. The 20,000 shares of Series A Preferred Stock that our CEO, Tan Lung Lai, purchased from the Company may be converted into 20,000,000 shares of Common Stock. The holder of each one share of Series A Preferred Stock is entitled to 1,000 votes. There is no dividend rate for this class of Preferred Stock.

Common stock

On July 22, 2013 the Company entered into a Regulation S Stock Purchase Agreement (“Agreement”) with a group of 34 non-US individual purchasers (“Purchasers”). Under the Agreement, the Company will issue a total of 125,788,400 shares of common stock to Purchasers for a total price of $628,943 ($0.005 per share). The issuance of the 125,788,400 shares is pursuant to the exemption provided by Regulation S. None of the Purchasers is a US person and the transactions underlying the Agreement are carried out outside US. Accordingly, July 29, 2013, 125,788,400 shares of common stock have been issued.

Note 5: Pro Forma Statement

On November 22, 2012, Asia Travel’s wholly owned subsidiary Asia Travel (Hong Kong) entered into a Lease Management Agreement (“Lease Management Agreement”) with Tengfei Investment. Under the Lease Management Agreement, Tengfei Investment leased the managerial and operating rights of Tengda Travel, a wholly owned subsidiary of Tengfei Investment, to Asia Travel (Hong Kong).

On November 25, 2012, Asia Travel (Hong Kong) entered into an Ownership Transfer Agreement (“Ownership Transfer Agreement’) with Tengfei Investment. Under the Ownership Transfer Agreement, Tengfei Investment transfers to Asia Travel (Hong Kong) 100% of the ownership of Tengda Hotel for a total transfer price of RMB 400,000 (approximately $64,000).

Pro Forma Financial Information



9



Acquisition of Tengda Hotel

The unaudited pro forma financial information presented below summarizes the consolidated operating results of the Company and Tengda Hotel and Tengda Travel for the three months ended June 30, 2012, as if the acquisition had occurred on April 1, 2012.

The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition taken place on April 1, 2012. The unaudited pro forma consolidated statements of operations combine the historical results of the Company and the historical results of the acquired entity for the periods described above.

Asia Travel Corporation

Unaudited Pro Forma Statement of Operations and Comprehensive Income

For the nine months ended December 31, 2012

 






Asia Travel

Historical

 combined

Tengda

 Hotel

and Tengda

 Travel






Adjustments





Combined

Pro Forma

 

 

 

 

 

Revenue

$ 48,431

145,190

 

$193,621

Net loss

$ (225,777)

(21,836)

(12,000)

 $(259,613)

 

 

 

 

 

Loss per share – basic and diluted

 

$(0.02)

 

$(0.02)

Weighted average number of common shares

 

13,770,465

 

13,770,465


Note:

The currency exchange rate is based on the average exchange rate of the related period.

(1)

The historical operating results of the Company were based on the Company’s financial statements for the nine months ended December 31, 2012.

(2)

The historical information of Tengda Hotel and Tengda Travel were derived from the books and the records of Tendga Hotel and Tengda Travel for the nine months ended December 31, 2012.

(3)

Pro forma adjustment was based on the assumption that there are lease expense USD4,000 per quarter.

Acquisition of Tengfei Investment

On November 6, 2013, Tengda Hotel entered into an Ownership Transfer Agreement (“Ownership Transfer Agreement”) with Zhou Hui Juan and Yu Li Ying. Under the Ownership Transfer Agreement, Zhou Hui Juan and Yu Li Ying transfers to Tengda Hotel 100% of the ownership of Tengfei Investment for a total transfer price of RMB5,000,000 (approximately $820,309).

The excess fair value of net assets acquired over the purchase price was recorded as goodwill impairment.

On January 22, 2014, the Bureau of Science and Technology Industry Trade and Information of Zhuhai City approved the ownership transfer of Tengfei Investment to Tengda Hotel.

Upon the completion of the said ownership transfer, Tengfei Investment becomes the wholly owned subsidiary of Tengda Hotel.

Note 6: Related Party Payables/ (Receivables)

Section 13(k) of the Exchange Act provides that it is unlawful for a company such as ours, which has a class of securities registered under Section 12(g) of the Exchange Act, to directly or indirectly, including through any subsidiary, extend or maintain credit in the form of a personal loan to or for any director or executive officer of the company. Issuers violating Section 13(k) of the Exchange Act may be subject to civil sanctions, including



10



injunctive remedies and monetary penalties, as well as criminal sanctions. The imposition of any of such sanctions on the Company may have a material adverse effect on our business, financial position, results of operations or cash flows.

As of December 31, 2015 and March 31, 2015, the indebtedness of the Company to its shareholders and related entities with common owners and directors were as follows:

As of December 31, 2015, the Company has payables due to its shareholders of $4,094,637, and as of March 31, 2015, the Company has receivables due from its shareholders of $35,458. The loans are unsecured and bear no interest.  These loans have no fixed payment terms.

Note 7: Operating Risk

Foreign currency risk

Most of the transactions of the Company were settled in Renminbi. In the opinion of the management, the Company does not have significant foreign currency risk exposure.

Company’s operations are substantially in foreign countries

Substantially all of the Company’s operations are processed in China. The Company’s operations are subject to various political, economic, and other risks and uncertainties inherent in China. Among other risks, the Company’s operations are subject to the risks of restrictions on transfer of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations.

Note 8: Operating Lease

The Company's commitments as of December 31, 2015 did not materially change from the amounts set forth in the Company's 2015 Annual Report on Form 10-K.

Total rental expense on the operating lease amounted to $18,097 and $79,498 for nine months ended December 31, 2015 and 2014.

Note 9: Segments Reporting

The Company operates in two segments: travel agency (which provides packaged tours, air ticketing, reservation of hotel rooms and golf courses and organize corporate conferences, exhibitions and show events for its customers and travel agency) and hotel services.

We allocate resources to and assess the performance of the reportable segment using information about revenues and operating income (loss).  We do not evaluate operating segment using discrete assets information. We do not allocate gains and losses from interest and other income, or taxes to operating segments. The Corporate and other category includes expense and charges such as corporate costs, finance and legal and stock based compensation expenses.

There were no inter-segment sales for the nine months ended December 31, 2015 and 2014.


 

Nine months ended December 31

Net sales

Operating income (loss)

Hotel services

2015

200,370

(128,302)

 

2014

270,932

(150,875)

 

 

 

 

Travel agency

2015

189,210

(618)

 

2014

327,114

1,299

 

 

 

 

Corporate

2015

-

(1,289,638)

 

2014

-

(742,902)

 

 

 

 

Total

2015

389,580

(1,418,558)

 

2014

598,046

(892,478)

 

Note 10: Commitments and Contingencies

Litigation


In August 2015, the Company received the summons and complaint filed by Allison Carr (“Plaintiff”) in the Judicial District Court for Salt Lake County, State of Utah.  The Company was named as one of the defendants by the Plaintiff. The Plaintiff is the ex-wife of Curtis S. Olsen, a former officer of the Company.  The Plaintiff claimed that Curtis Olsen and Kip Eardley, another former officer of the Company, wrongfully transferred the shares of the Company held by Curtis Olsen.  The Plaintiff claimed that the shares in question were transferred to an entity controlled by Kip Eardley below the fair value.  The Plaintiff alleged that Curtis Olsen and Kip Eardley transferred the shares with intent to hide the assets from the Plaintiff amid the divorce proceedings. The Company has engaged a Utah counsel to represent us in the lawsuit.


Note 11: Subsequent Event

The Company has evaluated subsequent events through the date the financial statements were available to be issued. No significant events occurred subsequent to the balance sheet date that would have a material impact on the consolidated financial statements.



12




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

Special Note Regarding Forward-Looking Statements

This periodic report contains certain forward-looking statements with respect to the Plan of Operation provided below, including information regarding the Company’s financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities, and the plans and objectives of management. The statements made as part of the Plan of Operation that are not historical facts are hereby identified as "forward-looking statements."

Management's Discussion and Analysis or Plan of Operation

Overview

Asia Travel Corporation (formerly Realgold International, Inc.)  (the “Company” or “Asia Travel”) was incorporated under the laws of the State of Arizona on November 14, 1994. On November 22, 1996, the Company reincorporated under the laws of the State of Nevada and effected a forward split of its common stock on a basis of approximately 242 shares of the Nevada corporation for each share of the Arizona corporation. The Company ceased to actively pursue its business operations relating to the publishing of interactive media software in July, 1999. On May 23, 2013, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of Nevada changing its name from Realgold International, Inc. to Asia Travel Corporation. During December 2011, the Company established a subsidiary in Hong Kong, Asia Travel (Hong Kong) Limited (formerly Realgold Venture Pte Limited) (“Asia Travel (Hong Kong)”).

On November 22, 2012, Asia Travel (Hong Kong) entered into a Lease Management Agreement (“Lease Management Agreement”) with Zhuhai Tengfei Investment Co., Ltd. (“Tengfei Investment”), a limited liability company formed under the laws of the People’s Republic of China (“China” or “PRC”). Under the Lease Management Agreement, Tengfei Investment leased the managerial and operating rights of Zhuhai Tengda International Travel Agency Co., Ltd. (“Tengda Travel”), a wholly owned subsidiary of Tengfei Investment, to Asia Travel (Hong Kong). Based on the agreement, Asia Travel (Hong Kong) obtained 20 years of business operation right from Tengda Travel from November 11, 2012 to November 19, 2032 for a consideration of US$16,048 (RMB100,000) per year.

On November 25, 2012, Asia Travel (Hong Kong) entered into an Ownership Transfer Agreement (“Ownership Transfer Agreement’) with Tengfei Investment. Under the Ownership Transfer Agreement, Tengfei Investment transfers to Asia Travel (Hong Kong) 100% of the ownership of Zhuhai Tengda Business Hotel Co., Ltd. (“Tengda Hotel”) for a total transfer price of RMB 400,000 (approximately $64,192).

On November 29, 2012, the Bureau of Science and Technology Industry Trade and Information of Zhuhai City approved the ownership transfer of Tengda Hotel to Asia Travel (Hong Kong). On March 26, 2013, Guangdong Province Department of Foreign Trade and Economic Cooperation approved this ownership transfer.

Tengda Hotel and Tengda Travel are wholly owned subsidiaries of Tengfei Investment. They are considered as entities under common control. Accordingly, the financial statements for Tengda Hotel and Tengda Travel have been consolidated for all periods presented, similar to a pooling-of-interests.

Tengda Travel is a limited liability company formed under the laws of the People’s Republic of China on December 23, 2011. As of March 31, 2013, Tengda Travel had registered capital of RMB 300,000, or approximately $47,662 based on the exchange rate as of March 31, 2013. Tengda Travel’s principal activity is to provide packaged tours, air ticketing, reservation of hotel rooms and golf courses and organize corporate conferences, exhibitions and show events for its customers.

Tengda Hotel, formerly named Zhuhai Meihua Hotel Co., Ltd., is a limited liability company formed under the laws of the People’s Republic of China on January 16, 2006. Tengda Hotel had registered capital of RMB 500,000, or approximately $79,403 based on the exchange rate as of March 31, 2013. Tengda Hotel is a three-



13



star hotel with 59 guest rooms, including 24 Standard Rooms, 24 Deluxe Rooms, 10 Business Rooms and 1 Luxury Suite, with many other amenities including fitness club, gym, business center, gift shop, meeting room , ballroom, game room, and a large parking lot.

Upon the completion of the said ownership transfer, Tengda Hotel became the wholly owned subsidiary of Asia Travel (Hong Kong).

On November 6, 2013, Tengda Hotel entered into an Ownership Transfer Agreement (“Ownership Transfer Agreement’) with Zhou Hui Juan and Yu Li Ying. Under the Ownership Transfer Agreement, Zhou Hui Juan and Yu Li Ying transfers to Tengda Hotel 100% of the ownership of Tengfei Investment for a total transfer price of RMB5,000,000 (approximately $820,309).

On January 22, 2014, the Bureau of Science and Technology Industry Trade and Information of Zhuhai City approved the ownership transfer of Tengfei Investment to Tengda Hotel.

Upon the completion of the said ownership transfer, Tengfei Investment became the wholly owned subsidiary of Tengda Hotel. Lease Management Agreement would be automatically terminated on January 22, 2014.

On May 23, 2012, the Board of Directors of the Company adopted an Amendment to the Articles of Incorporation to increase authorized stock from 10,000,000 preferred shares and 99,000,000 common shares to 10,000,000 preferred shares and 990,000,000 common shares.

In the nine months ended December 31, 2015, revenue from our Tengda Hotel, Tengfei Investment and Tengda Travel represented 28.62%, 22.81% and 48.57% of our revenue, respectively. We do not have any operations other than acting as a holding entity during the nine months ended December 31, 2015.

Results of Operations and Business Outlook

Net sales decreased by $186,919 or 59.88% to $125,260 for the three months ended December 31, 2015 from $312,179 for the three months ended December 31, 2014, and $208,466 or 34.86% to $389,580 for the nine months ended December 31, 2015 from $598,046 for the nine months ended December 31, 2014. Among this amount, $66,537 was generated from hotel service and $58,723 was generated from travel agency for the three months ended December 31, 2015, and $200,370 was generated from hotel service and $189,210 was generated from travel agency for the nine months ended December 31, 2015. $84,794 was generated from hotel service and $227,385 was generated from travel agency for the three months ended December 31, 2014, and $270,932 was generated from hotel service and $327,114 was generated from travel agency for the nine months ended December 31, 2014.

Cost of goods sold decreased by $129,918 or 72.63% to $48,968 for the three months ended December 31, 2015 from $178,886 for the three months ended December 31, 2014, and $141,774 or 46.09% to $165,861 for the nine months ended December 31, 2015 from $307,635 for the nine months ended December 31, 2014. The decrease was due to the decrease in volume of sales.  Gross profit margin in percentage for the three months ended December 31, 2015 and 2014 was 63.30% and 42.70% respectively, and for the nine months ended December 31, 2015 and 2014 was 57.43% and 48.56% respectively. Our operating expenses decreased by $545,710 or 87.80% to $75,843 for the three months ended December 31, 2015 from $623,185 for the three months ended December 31, 2014, and increased by $487,027 or 47.00% to $1,523,188 for the nine months ended December 31, 2015 from $1,036,161 for the nine months ended December 31, 2014. The decrease in operating expenses for the three months ended December 31, 2015 is mainly due to a decrease in advertising and promotion cost from corporate. The increase in operating expenses for the nine months ended December 31, 2015 is mainly due to the loan interest from Tengfei Investment and advertising and promotion cost from corporate. Our operating expenses consist of general and administrative and selling expenses.

Net loss decreased by $503,425 or 93.56% to $34,663 for the three months ended December 31, 2015 from $538,088 for the three months ended December 31, 2014, and increased by $526,080 or 58.95% to $1,418,558 for the nine months ended December 31, 2015 from $892,478 for the nine months ended December 31, 2014.  Among this amount, net loss of $36,643 was generated from hotel services and net income of $1,980 was generated from the travel agency for the three months ended December 31, 2015. For the nine months ended



14



December 31, 2015, net loss of $128,302 was generated from hotel services and net loss of $618 from travel agency, and Corporate loss of $1,289,638. Net loss of $36,685 was generated from hotel services, and net income of $404 was generated from the travel agency for the three months ended December 31, 2014, and Corporate loss of $501,807. For the nine months ended December 31, 2014, net loss of $150,875 was generated from hotel services and net income of $1,299 from travel agency, and Corporate loss of $742,902. The decrease in net loss for the three months ended December 31, 2015 is mainly due to a decrease in operating expenses related to advertising and promotion. The increase in net loss for the nine months ended December 31, 2015 is mainly due to an increase in operating expenses related to advertising and promotion.

Liquidity and capital resources

We financed our operations and expansion from cash flow from operations and contribution from our shareholders. The table below sets forth certain items on our balance sheet reflecting the changes to our financial condition as of December 31, 2015 from our financial condition as of March 31, 2015.

 

As of December 31

2015

As of March 31

2015


Change

Current assets

189,669

277,133

(31.56%)

Non-current assets

3,638,849

3,930,163

(7.41%)

Current liabilities

4,337,158

2,578,986

68.17%

Non-current liabilities

1,232,759

1,974,449

(37.56%)


Current assets were $189,669 as of December 31, 2015, a decrease of 31.56% from $277,133 as of March 31, 2015. The decrease was primarily from the cash received dropped from their hotel revenue during nine months ended December 31, 2015.

Current liabilities were $4,337,158 as of December 31, 2015, an increase of 68.17% from $2,578,986 as of March 31, 2015. The increase was primarily from the increase in related party payable during nine months ended December 31, 2015.

Critical Accounting Policies and Estimates

Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Our significant accounting policies are discussed in Note 2 "Summary of Significant Accounting Policies" in the notes to the consolidated financial statements included in our 2014 Annual Report on Form 10-K for the year ended March 31, 2015, as filed with the U.S. Securities and Exchange Commission (“SEC”) on June 26, 2015.  During the nine months ended December 31, 2015 the Company did not change any of its critical accounting policies or estimates.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

N/A-Smaller Reporting Company

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, consisting of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated



15



and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

We may have inadvertently violated Section 402 of the Sarbanes-Oxley and Section 13(k) of the Exchange Act and may be subject to sanctions for such violations.

Section 13(k) of the Exchange Act provides that it is unlawful for a company such as ours, which has a class of securities registered under Section 12(g) of the Exchange Act, to directly or indirectly, including through any subsidiary, extend or maintain credit in the form of a personal loan to or for any director or executive officer of the company. Issuers violating Section 13(k) of the Exchange Act may be subject to civil sanctions, including injunctive remedies and monetary penalties, as well as criminal sanctions. The imposition of any of such sanctions on the Company may have a material adverse effect on our business, financial position, results of operations or cash flows.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Changes in internal control over financial reporting

There have been no changes in internal control over financial reporting.




16




PART II - OTHER INFORMATION

Item 1. Legal Proceedings


In August 2015, we received the summons and complaint filed by Allison Carr (“Plaintiff”) in the Judicial District Court for Salt Lake County, State of Utah.  We were named as one of the defendants by the Plaintiff. The Plaintiff is the ex-wife of Curtis S. Olsen, a former officer of the Company.  The Plaintiff claimed that Curtis Olsen and Kip Eardley, another former officer of the Company, wrongfully transferred the shares of the Company held by Curtis Olsen.  The Plaintiff claimed that the shares in question were transferred to an entity controlled by Kip Eardley below the fair value.  The Plaintiff alleged that Curtis Olsen and Kip Eardley transferred the shares with intent to hide the assets from the Plaintiff amid the divorce proceedings. We have engaged a Utah counsel to represent us in the lawsuit.

Item 1A. Risk Factors


N/A-Smaller Reporting Company


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

On July 22, 2013, the Company entered into a Regulation S Stock Purchase Agreement (“Agreement”) with a group of 34 non-US individual purchasers (“Purchasers”). Under the Agreement, the Company issued a total of 125,788,400 shares of common stock to Purchasers for a total price of $628,943 ($0.005 per share). The issuance of the 125,788,400 shares is pursuant to the exemption provided by Regulation S. None of the Purchasers is a US person and the transactions underlying the Agreement are carried out outside US. Accordingly, July 29, 2013 125,788,400 shares of common stock have been issued.

Use of Proceeds of Registered Securities

None: not applicable.

Purchases of Equity Securities by Us and Affiliated Purchasers

During the nine months ended December 31, 2015 we have not purchased any equity securities.

Item 3. Defaults Upon Senior Securities

We are not aware of any defaults upon senior securities.

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

Item 6: Exhibits

Index of Exhibits:

Exhibit Table #


Title of Document


Location

3 (i)

Articles of Incorporation

Incorporated by reference*

3 (ii)

By laws

Incorporated by reference*

4

Specimen Stock Certificate Incorporated by reference*

 

31

Rule 13a-14(a)/15d-14a(a) Certification – CEO & CFO This filing

 

32

Section 1350 Certification – CEO & CFO This filing

 

101

INS XBRL Instance

 

101

XSD XBRL Schema

 

101

CAL XBRL Calculation

 

101

DEF XBRL Definition

 

101

LAB XBRL Label

 

101

PRE XBRL Presentation

 

* Incorporated by reference from the Company's registration statement on Form 10-SB filed with the Commission, SEC File No. 000-21909.



18




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 Travel Corporation

(Registrant)

Dated: February 12, 2016

By: /s/ Tan Lung Lai

       Tan Lung Lai

Chief Executive Officer

Chief Financial Officer



19





Exhibit 31.1

CERTIFICATION

 

I, Tan Lung Lai, certify that:

 

 

1.

I have reviewed this quarterly report on Form 10-Q of Asia Travel Corporation;


 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 12, 2016

/s/ Tan Lung Lai

     Tan Lung Lai

Chief Executive Officer






Exhibit 31.2

CERTIFICATION

 

I, Tan Lung Lai, certify that:

 

 

1.

I have reviewed this quarterly report on Form 10-Q of Asia Travel Corporation.;


 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 12, 2016

/s/ Tan Lung Lai

     Tan Lung Lai

Chief Financial Officer






Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Asia Travel Corporation. (the “Company”) on Form 10-Q for the period ended December 31, 2015 as filed with the Securities and Exchange Commission (the “Report”), I, Tan Lung Lai, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

  

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

 

 

 

 

Date: February 12, 2016

 

/s/ Tan Lung Lai

 

 

     Tan Lung Lai

Chief Executive Officer

 

 

 






Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Asia Travel Corporation. (the “Company”) on Form 10-Q for the period ended December 31, 2015 as filed with the Securities and Exchange Commission (the “Report”), I, Tan Lung Lai, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

 

 

 

 

Date: February 12, 2016

 

/s/ Tan Lung Lai

 

 

     Tan Lung Lai

Chief Financial Officer

 

 

 






v3.3.1.900
Document and Entity Information - USD ($)
 9 Months Ended
Dec. 31, 2015
Feb. 05, 2016
Document And Entity Information    
Entity Registrant Name Asia Travel Corp  
Entity Central Index Key 0001027235  
Document Type 10-Q  
Document Period End Date Dec. 31, 2015  
Amendment Flag false  
Current Fiscal Year End Date --03-31  
Is Entity a Well-known Seasoned Issuer? No  
Is Entity a Voluntary Filer? No  
Is Entity's Reporting Status Current? Yes  
Entity Filer Category Smaller Reporting Company  
Entity Public Float   $ 0
Entity Common Stock, Shares Outstanding   177,748,501
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2015  


v3.3.1.900
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($)
Dec. 31, 2015
Mar. 31, 2015
CURRENT ASSETS    
Cash in bank $ 121,822 $ 254,321
Accounts receivables 67,847 22,812
Total Current Assets $ 189,669 277,133
Non-current assets:    
Related party receivables 35,458
Property, plant and equipment, net of accumulated depreciation $ 3,638,849 3,894,705
Total non-current assets 3,638,849 3,930,163
TOTAL ASSETS 3,828,518 4,207,296
CURRENT LIABILITIES    
Accounts payable and accrued expenses 4,179 100,948
Current maturities of long-term debt 238,342 194,934
Related Party Payable 4,094,637 2,283,104
Total Current Liabilities 4,337,158 2,578,986
Non-current maturities of long-term debt 1,232,759 1,974,449
Total liabilities 5,569,917 4,553,435
STOCKHOLDERS' EQUITY (DEFICIT)    
Preferred stock: par value $0.001 per share; 10,000,000 shares authorized, 20,000 shares issued and outstanding respectively 20 20
Common stock: $0.001 par value, 990,000,000 shares authorized; 177,748,501 and 177,748,501 shares issued and outstanding, respectively 177,748 177,748
Capital in excess of par value 9,496,072 9,496,072
Accumulated deficit (11,442,643) (10,024,085)
Accumulated other comprehensive income 27,404 4,106
Total Stockholders' Equity (1,741,399) (346,139)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,828,518 $ 4,207,296


v3.3.1.900
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares
Dec. 31, 2015
Mar. 31, 2015
Statement of Financial Position [Abstract]    
Preferred Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Preferred Stock, Shares Authorized 10,000,000 10,000,000
Preferred Stock, Shares Issued 20,000 20,000
Preferred Stock, Shares Outstanding 20,000 20,000
Common Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Common Stock, Shares Authorized 990,000,000 990,000,000
Common Stock, Shares Issued 177,748,501 177,748,501
Common Stock, Shares Outstanding 177,748,501 177,748,501


v3.3.1.900
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Dec. 31, 2015
Dec. 31, 2014
Income Statement [Abstract]        
Revenue $ 125,260 $ 312,179 $ 389,580 $ 598,046
Cost of sales 48,968 178,886 165,861 307,635
Gross Margin 76,292 133,293 223,719 290,411
EXPENSES        
General and administrative 49,035 595,314 1,441,561 952,992
Depreciation 26,808 27,871 81,627 83,169
Total expenses 75,843 623,185 1,523,188 1,036,161
OPERATING PROFIT / (LOSS) 449 (488,892) (1,299,469) (745,750)
OTHER INCOME AND EXPENSE        
Interest income 17 23 45 60
Loan interest (35,129) (48,219) (119,134) (146,788)
Total other income and expenses (35,112) (48,196) (119,089) (146,728)
LOSS BEFORE INCOME TAXES $ (34,663) $ (538,088) $ (1,418,558) $ (892,478)
Provision for income taxes
NET LOSS $ (34,663) $ (538,088) $ (1,418,558) $ (892,478)
COMPREHENSIVE LOSS        
Foreign currency translation gain 11,271 8,571 23,298 1,667
COMPREHENSIVE LOSS $ (23,392) $ (529,517) $ (1,395,260) $ (890,811)
LOSS PER SHARE - basic and diluted $ 0.00 $ 0.00
WEIGHTED AVERAGE NUMBER OF COMMON SHARES- basic and diluted 177,748,501 177,748,501 177,748,501 177,748,501


v3.3.1.900
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)
 9 Months Ended
Dec. 31, 2015
Dec. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES    
Net (loss) $ (1,418,558) $ (892,478)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation 81,627 83,169
Changes in assets and liabilities    
Decrease in accounts receivables $ (47,198) (60,659)
Increase in deposit (6,668)
(Decrease) / Increase in account payables $ (93,216) $ 64,217
Increase in accrued expenses and other payables $ (1,854)
Decrease in accrued liabilities $ (1,184,628)
Net cash provided by/ (used by) operating activities $ (1,479,199) (1,997,047)
CASH FLOWS FROM INVESTING ACTIVITIES    
Repayments to related parties 721,925 794,499
Net cash used by investing activities 721,925 794,499
CASH FLOWS FROM FINANCING ACTIVITIES    
Loan from related party 1,250,531 1,334,830
Repayment of long-term debt (618,604) (133,281)
Net cash provided by financing activities 631,927 1,201,549
Net increase (decrease) in cash and cash equivalents (125,347) (999)
Cash and cash equivalents, beginning of period 254,321 205,565
Effect of currency rate changes on cash (7,152) 533
Cash and cash equivalents, end of period 121,822 205,099
SUPPLEMENTAL INFORMATION    
Interest paid during the period $ 119,134 $ 146,788
Income taxes paid during the period
Non cash investing and financing activities:    
Non cash investing and financing activities


v3.3.1.900
Basis of Presentation and Summary of Significant Accounting Policies
 9 Months Ended
Dec. 31, 2015
Accounting Policies [Abstract]  
Basis of Presentation and Summary of Significant Accounting Policies

Note 1: Basis of Presentation and Summary of Significant Accounting Policies

The interim condensed consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim condensed consolidated financial statements be read in conjunction with the Form 10-K Current Report filed by the Company on June 26, 2015. The Company follows the same accounting policies in the preparation of interim reports.

Organization 

Asia Travel Corporation (formerly Realgold International, Inc.)  (the “Company” or “Asia Travel”) was incorporated under the laws of the State of Arizona on November 14, 1994. On November 22, 1996, the Company reincorporated under the laws of the State of Nevada and effected a forward split of its common stock on a basis of approximately 242 shares of the Nevada corporation for each share of the Arizona corporation. The Company ceased to actively pursue its business operations relating to the publishing of interactive media software in July, 1999. On May 23, 2013, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of Nevada changing its name from Realgold International, Inc. to Asia Travel Corporation. During December 2011, the Company established a subsidiary in Hong Kong, Asia Travel (Hong Kong) Limited (formerly Realgold Venture Pte Limited) (“Asia Travel (Hong Kong)”).

On November 22, 2012, Asia Travel (Hong Kong) entered into a Lease Management Agreement (“Lease Management Agreement”) with Zhuhai Tengfei Investment Co., Ltd. (“Tengfei Investment”), a limited liability company formed under the laws of the People’s Republic of China (“China” or “PRC”). Under the Lease Management Agreement, Tengfei Investment leased the managerial and operating rights of Zhuhai Tengda International Travel Agency Co., Ltd. (“Tengda Travel”), a wholly owned subsidiary of Tengfei Investment, to Asia Travel (Hong Kong). Based on the agreement, Asia Travel (Hong Kong) obtained 20 years of business operation right from Tengda Travel from November 11, 2012 to November 19, 2032 for a consideration of US$16,048 (RMB100,000) per year.

On November 25, 2012, Asia Travel (Hong Kong) entered into an Ownership Transfer Agreement (“Ownership Transfer Agreement’) with Tengfei Investment. Under the Ownership Transfer Agreement, Tengfei Investment transfers to Asia Travel (Hong Kong) 100% of the ownership of Zhuhai Tengda Business Hotel Co., Ltd. (“Tengda Hotel”) for a total transfer price of RMB 400,000 (approximately $64,192).

On November 29, 2012, the Bureau of Science and Technology Industry Trade and Information of Zhuhai City approved the ownership transfer of Tengda Hotel to Asia Travel (Hong Kong). On March 26, 2013, Guangdong Province Department of Foreign Trade and Economic Cooperation approved this ownership transfer.

Tengda Hotel and Tengda Travel are wholly owned subsidiaries of Tengfei Investment. They are considered as entities under common control. Accordingly, the financial statements for Tengda Hotel and Tengda Travel have been consolidated for all periods presented, similar to a pooling-of-interests.

Tengda Travel is a limited liability company formed under the laws of the People’s Republic of China on December 23, 2011. As of March 31, 2013, Tengda Travel had registered capital of RMB 300,000, or approximately $47,662 based on the exchange rate as of March 31, 2013. Tengda Travel’s principal activity is to provide packaged tours, air ticketing, reservation of hotel rooms and golf courses and organize corporate conferences, exhibitions and show events for its customers.

Tengda Hotel, formerly named Zhuhai Meihua Hotel Co., Ltd., is a limited liability company formed under the laws of the People’s Republic of China on January 16, 2006. Tengda Hotel had registered capital of RMB 500,000, or approximately $79,403 based on the exchange rate as of March 31, 2013. Tengda Hotel is a three-star hotel with 59 guest rooms, including 24 Standard Rooms, 24 Deluxe Rooms, 10 Business Rooms and 1 Luxury Suite, with many other amenities including fitness club, gym, business center, gift shop, meeting room , ballroom, game room, and a large parking lot.

Upon the completion of the said ownership transfer, Tengda Hotel became the wholly owned subsidiary of Asia Travel (Hong Kong).

On November 6, 2013, Tengda Hotel entered into an Ownership Transfer Agreement (“Ownership Transfer Agreement’) with Zhou Hui Juan and Yu Li Ying. Under the Ownership Transfer Agreement, Zhou Hui Juan and Yu Li Ying transfers to Tengda Hotel 100% of the ownership of Tengfei Investment for a total transfer price of RMB5,000,000 (approximately $820,309).

On January 22, 2014, the Bureau of Science and Technology Industry Trade and Information of Zhuhai City approved the ownership transfer of Tengfei Investment to Tengda Hotel.

Upon the completion of the said ownership transfer, Tengfei Investment became the wholly owned subsidiary of Tengda Hotel. Lease Management Agreement would be automatically terminated on January 22, 2014.

On May 23, 2012, the Board of Directors of the Company adopted an Amendment to the Articles of Incorporation to increase authorized stock from 10,000,000 preferred shares and 99,000,000 common shares to 10,000,000 preferred shares and 990,000,000 common shares.

Foreign currency translation

The exchange rates used to translate amounts in RMB into USD for the purposes of preparing the consolidated financial statements were as follows:

    December 31, 2015    December 31, 2014 
Nine months ended RMB : USD exchange rate   6.4952    6.2055 
Nine-months-average RMB : USD exchange rate   6.2984    6.1815 

 

Income (loss) per common share

Basic and diluted net loss per common share is computed using the net loss applicable to common shareholders and the weighted average number of shares of common stock outstanding. Diluted net loss per common share does not differ from basic net loss per common share since potential shares of common stock from conversion of preferred stocks are anti-dilutive for all periods presented. The fully diluted shares would be 177,748,501 and 177,748,501 for the nine months ended December 31, 2015 and December 31, 2014, respectively.

Recently issued accounting pronouncements

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company 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.

The carrying values of all of our other financial instruments, which include accounts receivable, accounts payable and accrued liabilities, and due to related parties approximate their current fair values because of their nature and respective maturity dates or durations.


v3.3.1.900
Income Taxes
 9 Months Ended
Dec. 31, 2015
Income Tax Disclosure [Abstract]  
Income Taxes

Note 2: Income Taxes

The Company was incorporated in the United States and has operations in three tax jurisdictions - the United States, the Hong Kong Special Administrative Region (“HK SAR”), and mainland China.

USA

The Company and its subsidiaries are subject to income taxes on an entity basis on income arising in, or derived from, the tax jurisdiction in which they operate. As the Company had no income generated in the United States, there was no tax expense or tax liability.

Hong Kong

Asia Travel (Hong Kong) was incorporated in Hong Kong and is subject to Hong Kong income taxes. As Asia Travel (Hong Kong) had no income generated in Hong Kong, there was no tax expense or tax liability.

China

Tengda Hotel, Tengfei and Tengda Travel, which were incorporated in the PRC, are governed by the income tax law of the PRC and are subject to PRC enterprise income tax (“EIT”).

Income tax expenses (benefit) consist of the following:

    

For the nine months ended

December 31,

 
    2015    2014 
           
Current  $—     $—   
Deferred   —      —   
Total  $—     $—   

 

The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of FASB ASC 740. The Company has recorded no deferred tax assets or liabilities as of December 31, 2015, and December 31, 2014. The amount of and ultimate realization of the benefits from the operating loss carry forwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company and other future events, the effects of which cannot be determined at this time. Because of the uncertainty surrounding the realization of the loss carry forwards, the Company has established a valuation allowance equal to the tax effect of the loss carry forwards and, therefore, no deferred tax asset has been recognized for the loss carry forwards.

The Company has no tax positions at December 31, 2015, and December 31, 2014 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.  The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.  During the nine months ended December 31, 2015 and 2014, the Company recognized no interest and penalties.  The Company had no accruals for interest and penalties at December 31, 2015 and December 31, 2014. Income tax periods 2012, 2013, and 2014 are open for examination by taxing authorities.


v3.3.1.900
Long term debt
 9 Months Ended
Dec. 31, 2015
Debt Disclosure [Abstract]  
Long term debt

Note 3: Long term debt

    December 31, 2015    March 31, 2015 
Bank loan - wholly repayable in year 2024  $1,471,101   $2,169,383 
Less: current maturities of long-term debt   (238,342)   (194,934)
           
Non-current maturities of long-term debt  $1,232,759   $1,974,449 

 

Bank name  Interest rate  Term
Ping An Bank  Fixed annual rate of 8.52%  From April 24, 2013 to April 23, 2023

 

Interest expenses incurred on long term debt for the nine months ended December 31, 2015 and 2014 were $119,134 and $146,788 respectively.

Buildings with net book value of approximately $2,607,369 and $2,772,300 were used as collateral of bank borrowings as at December 31, 2015 and March 31, 2015, respectively.


v3.3.1.900
Capital Stock
 9 Months Ended
Dec. 31, 2015
Notes to Financial Statements  
Capital Stock

Note 4: Capital Stock

Preferred stock

The Company has 10,000,000 shares of authorized preferred stock at $0.001 par value. As of December 31, 2015 and March 31, 2015, the Company has 20,000 and 20,000 shares of preferred stock issued and outstanding, respectively.

On February 2012 our CEO purchased Series A Preferred Stock for a total price of $20,000. One share of Series A Preferred Stock may be converted into 1,000 shares of Common Stock. The 20,000 shares of Series A Preferred Stock that our CEO, Tan Lung Lai, purchased from the Company may be converted into 20,000,000 shares of Common Stock. The holder of each one share of Series A Preferred Stock is entitled to 1,000 votes. There is no dividend rate for this class of Preferred Stock.

Common stock

On July 22, 2013 the Company entered into a Regulation S Stock Purchase Agreement (“Agreement”) with a group of 34 non-US individual purchasers (“Purchasers”). Under the Agreement, the Company will issue a total of 125,788,400 shares of common stock to Purchasers for a total price of $628,943 ($0.005 per share). The issuance of the 125,788,400 shares is pursuant to the exemption provided by Regulation S. None of the Purchasers is a US person and the transactions underlying the Agreement are carried out outside US. Accordingly, July 29, 2013, 125,788,400 shares of common stock have been issued.


v3.3.1.900
Pro Forma Statement
 9 Months Ended
Dec. 31, 2015
Business Combinations [Abstract]  
Pro forma statement

Note 5: Pro Forma Statement

On November 22, 2012, Asia Travel’s wholly owned subsidiary Asia Travel (Hong Kong) entered into a Lease Management Agreement (“Lease Management Agreement”) with Tengfei Investment. Under the Lease Management Agreement, Tengfei Investment leased the managerial and operating rights of Tengda Travel, a wholly owned subsidiary of Tengfei Investment, to Asia Travel (Hong Kong).

On November 25, 2012, Asia Travel (Hong Kong) entered into an Ownership Transfer Agreement (“Ownership Transfer Agreement’) with Tengfei Investment. Under the Ownership Transfer Agreement, Tengfei Investment transfers to Asia Travel (Hong Kong) 100% of the ownership of Tengda Hotel for a total transfer price of RMB 400,000 (approximately $64,000).

Pro Forma Financial Information

Acquisition of Tengda Hotel

The unaudited pro forma financial information presented below summarizes the consolidated operating results of the Company and Tengda Hotel and Tengda Travel for the three months ended June 30, 2012, as if the acquisition had occurred on April 1, 2012.

The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition taken place on April 1, 2012. The unaudited pro forma consolidated statements of operations combine the historical results of the Company and the historical results of the acquired entity for the periods described above.

Asia Travel Corporation
Unaudited Pro Forma Statement of Operations and Comprehensive Income
For the nine months ended December 31, 2012
   Asia Travel  Historical
combined
Tengda
Hotel
and Tengda
Travel		  Adjustments  Combined
Pro Forma
             
Revenue  $48,431    145,190        $193,621 
Net loss  $(225,777)   (21,836)   (12,000)  $(259,613)
                     
Loss per share – basic and diluted       $(0.02)       $(0.02)
Weighted average number of common shares        13,770,465         13,770,465 

 

Note: The currency exchange rate is based on the average exchange rate of the related period.

(1)     The historical operating results of the Company were based on the Company’s financial statements for the nine months ended December 31, 2012.

(2)     The historical information of Tengda Hotel and Tengda Travel were derived from the books and the records of Tendga Hotel and Tengda Travel for the nine months ended December 31, 2012.

(3)     Pro forma adjustment was based on the assumption that there are lease expense USD4,000 per quarter.

Acquisition of Tengfei Investment

On November 6, 2013, Tengda Hotel entered into an Ownership Transfer Agreement (“Ownership Transfer Agreement”) with Zhou Hui Juan and Yu Li Ying. Under the Ownership Transfer Agreement, Zhou Hui Juan and Yu Li Ying transfers to Tengda Hotel 100% of the ownership of Tengfei Investment for a total transfer price of RMB5,000,000 (approximately $820,309).

The excess fair value of net assets acquired over the purchase price was recorded as goodwill impairment.

On January 22, 2014, the Bureau of Science and Technology Industry Trade and Information of Zhuhai City approved the ownership transfer of Tengfei Investment to Tengda Hotel.

Upon the completion of the said ownership transfer, Tengfei Investment becomes the wholly owned subsidiary of Tengda Hotel.


v3.3.1.900
Related Party Payable / (Receivables)
 9 Months Ended
Dec. 31, 2015
Related Party Transactions [Abstract]  
Related Party Payable / (Receivables)

Note 6: Related Party Payables/ (Receivables)

Section 13(k) of the Exchange Act provides that it is unlawful for a company such as ours, which has a class of securities registered under Section 12(g) of the Exchange Act, to directly or indirectly, including through any subsidiary, extend or maintain credit in the form of a personal loan to or for any director or executive officer of the company. Issuers violating Section 13(k) of the Exchange Act may be subject to civil sanctions, including injunctive remedies and monetary penalties, as well as criminal sanctions. The imposition of any of such sanctions on the Company may have a material adverse effect on our business, financial position, results of operations or cash flows.

As of December 31, 2015 and March 31, 2015, the indebtedness of the Company to its shareholders and related entities with common owners and directors were as follows:

As of December 31, 2015, the Company has payables due to its shareholders of $4,094,637, and as of March 31, 2015, the Company has receivables due from its shareholders of $35,458. The loans are unsecured and bear no interest.  These loans have no fixed payment terms.


v3.3.1.900
Operating Risk
 9 Months Ended
Dec. 31, 2015
Notes to Financial Statements  
Operating Risk

Note 7: Operating Risk

Foreign currency risk

Most of the transactions of the Company were settled in Renminbi. In the opinion of the management, the Company does not have significant foreign currency risk exposure.

Company’s operations are substantially in foreign countries

Substantially all of the Company’s operations are processed in China. The Company’s operations are subject to various political, economic, and other risks and uncertainties inherent in China. Among other risks, the Company’s operations are subject to the risks of restrictions on transfer of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations.


v3.3.1.900
Operating Lease
 9 Months Ended
Dec. 31, 2015
Leases [Abstract]  
Operating Lease

Note 8: Operating Lease

The Company's commitments as of December 31, 2015 did not materially change from the amounts set forth in the Company's 2015 Annual Report on Form 10-K.

Total rental expense on the operating lease amounted to $18,097 and $79,498 for nine months ended December 31, 2015 and 2014.


v3.3.1.900
Segments Reporting
 9 Months Ended
Dec. 31, 2015
Segment Reporting [Abstract]  
Segments Reporting

Note 9: Segments Reporting

The Company operates in two segments: travel agency (which provides packaged tours, air ticketing, reservation of hotel rooms and golf courses and organize corporate conferences, exhibitions and show events for its customers and travel agency) and hotel services.

We allocate resources to and assess the performance of the reportable segment using information about revenues and operating income (loss).  We do not evaluate operating segment using discrete assets information. We do not allocate gains and losses from interest and other income, or taxes to operating segments. The Corporate and other category includes expense and charges such as corporate costs, finance and legal and stock based compensation expenses.

There were no inter-segment sales for the nine months ended December 31, 2015 and 2014.

 

   Nine months ended December 31   Net sales    Operating income (loss) 
Hotel services  2015   200,370    (128,302)
   2014   270,932    (150,875)
              
Travel agency  2015   189,210    (618)
   2014   327,114    1,299 
              
Corporate  2015   —      (1,289,638)
   2014   —      (742,902)
              
Total  2015   389,580    (1,418,558)
   2014   598,046    (892,478)


v3.3.1.900
Commitments and Contingencies
 9 Months Ended
Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 10: Commitments and Contingencies

Litigation

 

In August 2015, the Company received the summons and complaint filed by Allison Carr (“Plaintiff”) in the Judicial District Court for Salt Lake County, State of Utah.  The Company was named as one of the defendants by the Plaintiff. The Plaintiff is the ex-wife of Curtis S. Olsen, a former officer of the Company.  The Plaintiff claimed that Curtis Olsen and Kip Eardley, another former officer of the Company, wrongfully transferred the shares of the Company held by Curtis Olsen.  The Plaintiff claimed that the shares in question were transferred to an entity controlled by Kip Eardley below the fair value.  The Plaintiff alleged that Curtis Olsen and Kip Eardley transferred the shares with intent to hide the assets from the Plaintiff amid the divorce proceedings. The Company has engaged a Utah counsel to represent us in the lawsuit.


v3.3.1.900
Subsequent Event
 9 Months Ended
Dec. 31, 2015
Subsequent Events [Abstract]  
Subsequent Event

Note 11: Subsequent Event

The Company has evaluated subsequent events through the date the financial statements were available to be issued. No significant events occurred subsequent to the balance sheet date that would have a material impact on the consolidated financial statements.


v3.3.1.900
Basis of Presentation and Summary of Significant Accounting Policies (Policies)
 9 Months Ended
Dec. 31, 2015
Accounting Policies [Abstract]  
Organization

Organization 

Asia Travel Corporation (formerly Realgold International, Inc.)  (the “Company” or “Asia Travel”) was incorporated under the laws of the State of Arizona on November 14, 1994. On November 22, 1996, the Company reincorporated under the laws of the State of Nevada and effected a forward split of its common stock on a basis of approximately 242 shares of the Nevada corporation for each share of the Arizona corporation. The Company ceased to actively pursue its business operations relating to the publishing of interactive media software in July, 1999. On May 23, 2013, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of Nevada changing its name from Realgold International, Inc. to Asia Travel Corporation. During December 2011, the Company established a subsidiary in Hong Kong, Asia Travel (Hong Kong) Limited (formerly Realgold Venture Pte Limited) (“Asia Travel (Hong Kong)”).

On November 22, 2012, Asia Travel (Hong Kong) entered into a Lease Management Agreement (“Lease Management Agreement”) with Zhuhai Tengfei Investment Co., Ltd. (“Tengfei Investment”), a limited liability company formed under the laws of the People’s Republic of China (“China” or “PRC”). Under the Lease Management Agreement, Tengfei Investment leased the managerial and operating rights of Zhuhai Tengda International Travel Agency Co., Ltd. (“Tengda Travel”), a wholly owned subsidiary of Tengfei Investment, to Asia Travel (Hong Kong). Based on the agreement, Asia Travel (Hong Kong) obtained 20 years of business operation right from Tengda Travel from November 11, 2012 to November 19, 2032 for a consideration of US$16,048 (RMB100,000) per year.

On November 25, 2012, Asia Travel (Hong Kong) entered into an Ownership Transfer Agreement (“Ownership Transfer Agreement’) with Tengfei Investment. Under the Ownership Transfer Agreement, Tengfei Investment transfers to Asia Travel (Hong Kong) 100% of the ownership of Zhuhai Tengda Business Hotel Co., Ltd. (“Tengda Hotel”) for a total transfer price of RMB 400,000 (approximately $64,192).

On November 29, 2012, the Bureau of Science and Technology Industry Trade and Information of Zhuhai City approved the ownership transfer of Tengda Hotel to Asia Travel (Hong Kong). On March 26, 2013, Guangdong Province Department of Foreign Trade and Economic Cooperation approved this ownership transfer.

Tengda Hotel and Tengda Travel are wholly owned subsidiaries of Tengfei Investment. They are considered as entities under common control. Accordingly, the financial statements for Tengda Hotel and Tengda Travel have been consolidated for all periods presented, similar to a pooling-of-interests.

Tengda Travel is a limited liability company formed under the laws of the People’s Republic of China on December 23, 2011. As of March 31, 2013, Tengda Travel had registered capital of RMB 300,000, or approximately $47,662 based on the exchange rate as of March 31, 2013. Tengda Travel’s principal activity is to provide packaged tours, air ticketing, reservation of hotel rooms and golf courses and organize corporate conferences, exhibitions and show events for its customers.

Tengda Hotel, formerly named Zhuhai Meihua Hotel Co., Ltd., is a limited liability company formed under the laws of the People’s Republic of China on January 16, 2006. Tengda Hotel had registered capital of RMB 500,000, or approximately $79,403 based on the exchange rate as of March 31, 2013. Tengda Hotel is a three-star hotel with 59 guest rooms, including 24 Standard Rooms, 24 Deluxe Rooms, 10 Business Rooms and 1 Luxury Suite, with many other amenities including fitness club, gym, business center, gift shop, meeting room , ballroom, game room, and a large parking lot.

Upon the completion of the said ownership transfer, Tengda Hotel became the wholly owned subsidiary of Asia Travel (Hong Kong).

On November 6, 2013, Tengda Hotel entered into an Ownership Transfer Agreement (“Ownership Transfer Agreement’) with Zhou Hui Juan and Yu Li Ying. Under the Ownership Transfer Agreement, Zhou Hui Juan and Yu Li Ying transfers to Tengda Hotel 100% of the ownership of Tengfei Investment for a total transfer price of RMB5,000,000 (approximately $820,309).

On January 22, 2014, the Bureau of Science and Technology Industry Trade and Information of Zhuhai City approved the ownership transfer of Tengfei Investment to Tengda Hotel.

Upon the completion of the said ownership transfer, Tengfei Investment became the wholly owned subsidiary of Tengda Hotel. Lease Management Agreement would be automatically terminated on January 22, 2014.

On May 23, 2012, the Board of Directors of the Company adopted an Amendment to the Articles of Incorporation to increase authorized stock from 10,000,000 preferred shares and 99,000,000 common shares to 10,000,000 preferred shares and 990,000,000 common shares.
Foreign currency translation

Foreign currency translation

The exchange rates used to translate amounts in RMB into USD for the purposes of preparing the consolidated financial statements were as follows:

    December 31, 2015    December 31, 2014 
Nine months ended RMB : USD exchange rate   6.4952    6.2055 
Nine-months-average RMB : USD exchange rate   6.2984    6.1815 
Income (Loss) Per Common Share

Income (loss) per common share

Basic and diluted net loss per common share is computed using the net loss applicable to common shareholders and the weighted average number of shares of common stock outstanding. Diluted net loss per common share does not differ from basic net loss per common share since potential shares of common stock from conversion of preferred stocks are anti-dilutive for all periods presented. The fully diluted shares would be 177,748,501 and 177,748,501 for the nine months ended December 31, 2015 and December 31, 2014, respectively.
Recently Issued Accounting Pronouncements

Recently issued accounting pronouncements

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company 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.

The carrying values of all of our other financial instruments, which include accounts receivable, accounts payable and accrued liabilities, and due to related parties approximate their current fair values because of their nature and respective maturity dates or durations.


v3.3.1.900
Basis of Presentation and Summary of Significant Accounting Policies (Tables)
 9 Months Ended
Dec. 31, 2015
Basis Of Presentation And Summary Of Significant Accounting Policies Tables  
Schedule of Exchange Rate
    December 31, 2015    December 31, 2014 
Nine months ended RMB : USD exchange rate   6.4952    6.2055 
Nine-months-average RMB : USD exchange rate   6.2984    6.1815 


v3.3.1.900
Income Taxes (Tables)
 9 Months Ended
Dec. 31, 2015
Income Taxes Tables  
Income Tax Benefit
    

For the nine months ended

December 31,

 
    2015    2014 
           
Current  $—     $—   
Deferred   —      —   
Total  $—     $—   


v3.3.1.900
Long term debt (Tables)
 9 Months Ended
Dec. 31, 2015
Debt Disclosure [Abstract]  
Schedule of Long Term Debt
    December 31, 2015    March 31, 2015 
Bank loan - wholly repayable in year 2024  $1,471,101   $2,169,383 
Less: current maturities of long-term debt   (238,342)   (194,934)
           
Non-current maturities of long-term debt  $1,232,759   $1,974,449 


v3.3.1.900
Pro Forma Statement (Tables)
 9 Months Ended
Dec. 31, 2015
Acquisition And Pro Forma Statement Tables  
Pro Forma Statement of Operations
Asia Travel Corporation
Unaudited Pro Forma Statement of Operations and Comprehensive Income
For the nine months ended December 31, 2012
   Asia Travel  Historical
combined
Tengda
Hotel
and Tengda
Travel		  Adjustments  Combined
Pro Forma
             
Revenue  $48,431    145,190        $193,621 
Net loss  $(225,777)   (21,836)   (12,000)  $(259,613)
                     
Loss per share – basic and diluted       $(0.02)       $(0.02)
Weighted average number of common shares        13,770,465         13,770,465 


v3.3.1.900
Segments Reporting (Tables)
 9 Months Ended
Dec. 31, 2015
Segments Reporting Tables  
Schedule of Segment Reporting Information, by Segment
   Nine months ended December 31   Net sales    Operating income (loss) 
Hotel services  2015   200,370    (128,302)
   2014   270,932    (150,875)
              
Travel agency  2015   189,210    (618)
   2014   327,114    1,299 
              
Corporate  2015   —      (1,289,638)
   2014   —      (742,902)
              
Total  2015   389,580    (1,418,558)
   2014   598,046    (892,478)


v3.3.1.900
Basis of Presentation and Summary of Significant Accounting Policies - (Details Narrative) - USD ($)
 1 Months Ended
Dec. 25, 2013
Nov. 25, 2013
Nov. 22, 2013
Mar. 31, 2013
Consideration $ 64,000      
Tengda Hotel        
Consideration   $ 65,000    
Registered Capital       $ 79,403
Description of Foreign Currency Transactions   Under the Ownership Transfer Agreement, Tengfei Investment transfers to Asia Travel (Hong Kong) 100% of the ownership of Zhuhai Tengda Business Hotel Co., Ltd. (“Tengda Hotel”) for a total transfer price of RMB 400,000 (approximately $64,192).    
Tengda Travel        
Consideration     $ 16,048  
Registered Capital       $ 47,662
Business Operation Righs Acquired (in years)     20 years  
Description of Foreign Currency Transactions     Asia Travel (Hong Kong) obtained 20 years of business operation right from Tengda Travel from November 11, 2012 to November 19, 2032 for a consideration of US$16,048 (RMB 100,000) per year.  


v3.3.1.900
Basis of Presentation and Summary of Significant Accounting Policies - (Details Narrative 2) - shares
Dec. 31, 2015
Mar. 31, 2015
May. 23, 2013
Basis Of Presentation And Summary Of Significant Accounting Policies - Details Narrative 2      
Preferred Stock, Authorized 10,000,000 10,000,000  
Common Stock, Authorized 990,000,000 990,000,000 99,000,000


v3.3.1.900
Basis of Presentation and Summary of Significant Accounting Policies (Details)
Dec. 31, 2015
Dec. 31, 2014
Nine Month Ended RMB : USD exchange rate [Member]    
Exchange Rate 6.4952 6.2055
Nine Month Average RMB : USD exchange rate [Member]    
Exchange Rate 6.2984 6.1815


v3.3.1.900
Income Taxes (Details) - USD ($)
 9 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Income Tax Disclosure [Abstract]    
Current
Deferred
Total


v3.3.1.900
Long term debt (Details) - USD ($)
Dec. 31, 2015
Mar. 31, 2015
Debt Disclosure [Abstract]    
Bank loan - wholly repayable in year 2024 $ 1,471,101 $ 2,169,383
Less: current maturities of long-term debt (238,342) (194,934)
Non-current maturities of long-term debt $ 1,232,759 $ 1,974,449


v3.3.1.900
Capital Stock (Details Narrative) - USD ($)
Jul. 29, 2014
Dec. 31, 2015
Mar. 31, 2015
Jul. 22, 2014
Capital Stock Details Narrative        
Stock Issue , Shares, Under Regulation S Stock Purchase Agreement   177,748,501 177,748,501 125,788,400
Stock Issue , Value, Under Regulation S Stock Purchase Agreement   $ 177,748 $ 177,748 $ 628,943
Stock price, per share, Under Regulation S Stock Purchase Agreement       $ 0.005
Stock Issued During Period, Shares, New Issues 125,788,400      


v3.3.1.900
Pro Forma Statement (Details Narrative) - USD ($)
Nov. 06, 2014
Nov. 25, 2013
Dec. 31, 2015
Mar. 31, 2015
Dec. 31, 2014
Mar. 31, 2014
Total purchase price:            
Cash     $ 121,822 $ 254,321    
Allocated as follows:            
Cash and cash equivalents     $ 121,822 $ 254,321 $ 205,099 $ 205,565
Tengfei Investment [Member]            
Total purchase price:            
Cash $ 820,309          
Allocated as follows:            
Cash and cash equivalents 131          
Other receivable 820,309          
Others payable (1,894)          
Goodwill 1,763          
Acquisition of Tengda Hotel, Net 820,309          
Less cash acquired (131)          
Cash, net of cash acquired $ 820,178          
Tengda Hotel            
Total purchase price:            
Cash   $ 64,000        
Allocated as follows:            
Cash and cash equivalents   25,850        
Accounts receivable   2,130        
Other receivable   400        
Prepayment   1,472        
Accounts payable and accrued expenses   (25,207)        
Goodwill   59,355        
Acquisition of Tengda Hotel, Net   64,000        
Less cash acquired   (25,850)        
Cash, net of cash acquired   $ 38,150        


v3.3.1.900
Pro Forma Statement (Details)
 9 Months Ended
Dec. 31, 2015
USD ($)
$ / shares
shares
Revenue $ 193,621
Net loss $ (259,613)
Loss per share - basic and diluted | $ / shares $ (0.02)
Weighted average number of common shares | shares 13,770,465
Asia Travel  
Revenue $ 48,431
Net loss (225,777)
Historical Combined Tengda Hotel and Tengda Travel  
Revenue 145,190
Net loss $ (21,836)
Loss per share - basic and diluted | $ / shares $ (0.02)
Weighted average number of common shares | shares 13,770,465
Adjustments  
Net loss $ (12,000)


v3.3.1.900
Operating Lease (Details Narrative) - USD ($)
 9 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Operating Lease Details Narrative    
Rental Expenses $ 18,097 $ 79,498


v3.3.1.900
Segments Reporting (Details)
 3 Months Ended 9 Months Ended
Jun. 30, 2015
USD ($)
Jun. 30, 2014
USD ($)
Dec. 31, 2015
USD ($)
Number
Dec. 31, 2014
USD ($)
Number of Operating Segments | Number     2  
Net sales $ 125,260 $ 312,179 $ 389,580 $ 598,046
Segment profit/ (loss) pre-tax     (1,418,558) (892,478)
Hotel Services        
Net sales     200,370 270,932
Segment profit/ (loss) pre-tax     (128,302) (150,875)
Travel Agency        
Net sales     189,210 327,114
Segment profit/ (loss) pre-tax     $ (618) $ 1,299
Corporate        
Net sales    
Segment profit/ (loss) pre-tax     $ (1,289,638) $ (742,902)
Square Chain (CE) (USOTC:SQCC)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024 Haga Click aquí para más Gráficas Square Chain (CE).