FIRST ASIA (FAHLF) 10-Q/A 2013 Q3 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment 1

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

For the quarterly period ended June 30, 2013

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

For the transition period from ___________ to ______________

Commission File Number:000-30801   

FIRST ASIA HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

Canada	N/A
(State or other jurisdiction of incorporation)	(IRS Employer Identification Number)
Room 1604, 16/F, Silvercord II Tsim Sha Tsui, Kowloon, Hong Kong
(Address of principal executive offices)
(852) 231523168
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  [ X ] Yes   [ ] No

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

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

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

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

As of August 15, 2013 the Issuer had 62,346,270 shares of common stock issued and outstanding.

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EXPLANATORY NOTE

The purpose of the Amendment No. 1 on Form 10-Q/A to First Asia Holdings Limited’s periodic report on Form 10-Q for the fiscal period ended June 30, 2013, filed with the Securities and Exchange Commission on August 19, 2013 (the “Form 10-Q”), is solely for the purpose of updating the organizational chart provided under Part I, Item 2 of this Form 10-Q/A.

No other changes have been made to the Form 10-Q.  This Amendment No. 1 speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to the rules of the SEC, Item 15 of Part IV of the Original Filing has been amended to contain currently-dated certifications from our principal executive officer and principal financial officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The certifications of our principal executive officer and our principal financial officer are attached to this form 10-Q/A as Exhibits 31.1, 31.2, 32.1 and 32.2.

PART I-FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

The financial statements of First Asia Holdings Limited (the "Company"), a Canadian corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission.  Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company in the Company's Form 10-K, and all amendments thereto, for the fiscal period ended June 30, 2013.

FIRST ASIA HOLDINGS LIMITED

FINANCIAL STATEMENTS

PERIOD ENDED JUNE 30, 2013

INDEX TO FINANCIAL STATEMENTS:	Page
Balance Sheet	3
Statements of Operations	4
Statements of Cash Flows	5
Notes to Unaudited Financial Statements	6-12

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FIRST ASIA HOLDINGS LIMITED

Condensed Consolidated Balance Sheets

(Stated in Canadian Dollars)

As of June 30, 2013 and September 30, 2012

		June 30		September 30
		2013		2012
		(Unaudited)		(Audited)
ASSETS
Current assets
Cash and cash equivalent	$	459,218	$	207,380
Loans and advances (note 4)		7,575,134		4,631,137
Prepayment, deposits and other receivable		1,088,384		1,003,993
Total current assets				5,842,510
Goodwill		4,200,376		4,200,376
Property, plant and equipment (note 5)		17,992,291		18,313,552
TOTAL ASSETS	$	31,315,403	$	28,356,438
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Current liabilities
Bank overdraft – secured	$	2,525,729	$	978,558
Mortgage payable – secured		6,804,045		6,951,690
Accounts payable and accrued liabilities (note 6)		1,254,764		1,313,753
Accounts payable, related parties, net		1,639,159		1,031,723
Income taxes payable		162,020		123,020
Total current liabilities		12,385,717		13,098,744
TOTAL LIABILITIES		12,385,717		13,098,744
STOCKHOLDERS’ EQUITY
First preference shares without par value, authorized -
Unlimited; issued and outstanding – Nil		-		-
Common shares without par value, authorized – unlimited;
Issued and outstanding: 62,346,270  at June  30, 2013     61,330,150 at September 30, 2012)		23,942,500		22,930,650
Deficits		(5,030,947)		(4,991,089)
TOTAL STOCKHOLDERS’ SURPLUS – First Asia Holdings Ltd.		18,911,553		17,939,561
Non-controlling interests		18,133		18,133
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	31,315,403	$	28,356,438

See Notes to Financial Statements

3

FIRST ASIA HOLDINGS LIMITED

Condensed Consolidated Statements of Operations

(Stated in Canadian Dollars)

For the Three and Nine Months Ended June 30, 2013

And for the Three and Nine Months Ended June 30, 2012

		9 months ended June 30		3 months ended June 30
		2013	2012	2013	2012
REVENUE	$	1,145,540	969,837	445,613	518,573
DIRECT COST		-	-	-	-
GROSS PROFIT		1,145,540	969,837	445,613	518,573
OPERATING EXPENSES
Selling and distribution		47,199	18,434	9,566	2,084
General, finance and administrative		1,120,116	1,262,374	428,466	344,953
		1,167,315	1,280,808	438,032	347,037
PROFIT/(LOSS) – OPERATIONS		(21,775)	(310,971)	7,581	171,536
Other income/(expenses)		20,917	19,369	1,057	(4,494)
		20,917	19,369	8,638	(4,494)
PROFIT/(LOSS) BEFORE  TAX	$	(858)	(291,602)	8,638	167,042
Taxation		(39,000)	(67,615)	(5,000)	(43,000)
NET PROFIT/(LOSS)		(39,858)	(359,217)	3,638	124,042
Attributable to non-controlling		-	(4,580)	-	-
Interest
		(39,858)	(363,797)	3,638	124,042
NET LOSS PER SHARE
- BASIC AND DILUTED	$	(0.000)	(0.006)	0.000	0.002
WEIGHTED AVERAGE SHARE OUTSTANDING
BASIC AND DILUTED		62,346,270	59,743,584	62,346,270	59,743,584

See Notes to Financial Statements

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FIRST ASIA HOLDINGS LIMITED

Condensed Statement of Cash Flows

(Stated in Canadian Dollars)

For the Nine Months Ended June 30, 2013

And For the Nine Months Ended June 30, 2012

	9 months ended	9 months ended
	June 30, 2013	June 30, 2012
	(unaudited)	(unaudited)
Cash flows from operating activities
Loss for the period	(858)	（291,602）
Adjustments to reconcile net income to net
Cash (used in) provided by operating activities:
Amortization and depreciation	321,261	511,853
Net change by way of purchases and disposal of
Subsidiary
Cash effect of changes in:
Accounts receivable and other receivable		-
Deposit and prepayment	(84,391)	1,580,511
Loan receivable	(2,943,997)	（2,029,135）
Accounts payables and accrued liabilities	(58,989)	117,616
Net cash outflow from operating activities	(2,766,974)	(110,757)
Financing activities
Fund from bank overdraft	1,547,171	1,048,807
Issue of shares	1,011,850	496,331
Advance from/(Repayment to) shareholders and related parties	607,436	(1,289,895)
Repayment of mortgage loan	(147,645)	(260,834)
Net cash inflows/(outflows) from financing activities	3,018,812	(5,591)
Net increase/(decrease) in cash and cash equivalents	251,838	(116,348)
Cash and cash equivalents - beginning of period	207,380	522,245
Cash and cash equivalents - end of period	459,218	405,192

See Notes to Financial Statements

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First Asia Holdings Limited

Notes to the Interim Consolidated Financial Statements

June 30, 2013 (unaudited)

1.  BASIS OF PRESENTATION

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

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

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of consolidation

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

For the period ended and as of June 30, 2013, the consolidated financial statements include the accounts of the Company and the following subsidiaries:

A) Wholly-owned subsidiaries

a) Hong Kong Companies

1.

First Asia Finance Limited

2.

Hung Lee Development Limited

3.

Galaxy Garment Limited

4.

Giant Management Corporation Limited

b) Marshall Islands Companies

1.

Vagas Lane Limited

2.

Paris Sky Limited

c) Cayman Islands Company

1.  Hotel Fund Limited

B) Non-wholly-owned subsidiary (Hong Kong Company)

1. First Asia Estate Limited (60% owned

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

(b) Economic and Political Risk

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

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

(c)

Cash and Cash Equivalents

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

(d)

Accounts Receivable

Trade receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. Bad debts incurred during the quarter ended June 30, 2013 is $26,434.

(e)

Loans receivables

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

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

(f)

Property, Plant and Equipment

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

(g)

Depreciation and Amortization

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

Leasehold land and building

50 years

Leasehold improvement

5 years

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Office equipment               

4 years

Computer equipment

4 year

(h)

Accounting for the Impairment of Goodwill

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

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

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

Subsequent to the annual impairment test, the Company undertook a review of its current strategy and determined that there was both a decrease in its future projected income based on the current environment and a need for a new management strategy. For the period ended June 30, 2013 and the year ended September 30, 2012, there was no impairment charge recognized.

(i) Income Tax

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

The Company's income tax expense for quarter ended June 30, 2013 was CAD5,000.

(j) Fair Value of Financial Instruments

The carrying amounts of the Company's cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short maturity of these items. Term debt secured by various properties have interest rates attached to them commensurate with the finance market at the time and management believes approximate fair values in the short as well as the long term. It is currently not practicable to estimate the fair value of the other debt obligations because these note agreements contain unique terms, conditions, covenants and restrictions which were negotiated at

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arm's length with the Company's lenders, and there is no readily determinable similar instrument on which to base an estimate of fair value. Accordingly, no computation or adjustment to fair value has been determined.

(k) Valuation of Long-Lived Assets

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

Impairment of long-lived assets is assessed at the lowest levels for which there are identifiable cash flows that are independent from other groups of assets. The evaluation of long-lived assets requires the Company to use estimates of future cash flows. However, actual cash flows may differ from the estimated future cash flows used in these impairment tests. As of June 30, 2013, management does not believe any of the Company’s assets were impaired.

(l)

Revenue Recognition

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

a)

Persuasive evidence of an arrangement exists,

b)

Delivery has occurred or services have been rendered,

c)

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

d)

Collectibility is reasonably assured.

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

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

4) Licence fee income is recognized in accordance with the licence terms.

(m)

Earnings Per Share

Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the year. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  As of June 30, 2013, there was no common share equivalents outstanding.

(n)

Use of Estimates

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

Significant estimates and assumptions include allocating purchase consideration issued in business combinations and valuing equity securities issued in financing transactions and the carrying amounts

9

of intangible assets. Certain estimates, including accounts receivable and the carrying amounts of intangible assets (including present value of future cash flow estimates) could be affected by external conditions including those unique to our industry and general economic conditions. It is reasonably possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates.

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

(o)

 Retirement Benefits

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

(p)

Comprehensive Income

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

(q) Foreign Currency Translation

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

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

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

	Three months ended   June 30, 2013		Three months ended June 30, 2012
Period end CAD$: HK$ exchange rate		7.3746		7.5694
Average periodic CAD$: HK$ exchange rate		7.5660		7.6923

(r)

Related Parties

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

(n)   Recently Implemented Standards

The Company has adopted all recently issued accounting pronouncements. The adoption of these accounting pronouncements including those not yet in effect, is not anticipated to have a material effect on the financial statements of the Company. 

3.  GOING CONCERN

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

4.  CONCENTRATION OF CREDIT RISK OF ACCOUNTS RECEIVABLES

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

5.   PLANT AND EQUIPMENT

			June 30	September 30
		Accumulated	2013	2012
	Cost	Depreciation	Net	Net
Leasehold land and building	18,822,222	887,678	17,934,544	18,198,482
Leasehold improvement	129,749	86,792	42,957	84,800
Office equipment and furniture	29,428	20,355	9,073	18,930
Computer equipment	16,786	11,069	5,717	11,340
	18,998,185	1,005,984	17,992,291	18,313,552

All the office and computer equipment have useful lives of 4 years.

6.  BANK OVERDRAFT -SECURED

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

7.  MORTGAGE LOAN -SECURED

The bank mortgage loan is secured by the company’s land and building.

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8.  ACCOUNTS PAYABLES AND ACCRUED LIABILITIES

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

9.

COMMON SHARES

During the three months ended June 30, 2012, 360,300 common restricted shares were issued at a purchase price of US$1 per share.

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ITEM 2.

 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS.

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

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

Overview and Recent Developments

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

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

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Results of Operations

The following discussion and analysis provide information that we believe is relevant to an assessment and understanding of our results of operation and financial condition for the three and nine moths ended June 30, 2013. The following discussion should be read in conjunction with the Financial Statements and related Notes appearing elsewhere in this Form 10-Q.

All figures stated herein are in Canadian dollars.

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Results of Operations for the Three Months Ended June 30, 2013 Compared to Three Months Ended June 30, 2012

Revenues.  During the three months ended June 30, 2013, the Company had operating revenues of CAD$445,613, as compared to revenues of CAD$518,573 for the three months ended June 30, 2012, a decrease of $72,960, or approximately 14%.  The revenue for both periods was principally from businesses of money-lending and license fees. The latter remained relatively stable. The decrease is mainly due to decrease in interest income from the money lending business. For the current period, monthly interest income from money lending business has stabilized to a monthly level of around CAD75,000 to 80,000.

Costs of Revenue.  The cost of revenue for both the three months ended June 30, 2013 and 2012 was nil. After the sale of the health product trading business in late March 2011, there was no direct cost attributable to the money lending business and the licencing business.

Operating Expenses. Operating expenses for the three months ended June 30, 2013 were CAD$438,032.  Of this, CAD$9,566 was allocated to Selling and Distribution, CAD$428,466 was allocated to General, Finance and Administrative expenses.  Operating expenses for the three months ended June 30, 2012 were CAD$347,037.  Of this, CAD$2,084 was allocated to Selling and Distribution, CAD$344,953 was allocated to General and Administrative Expenses. There was a bad debt expenses of CAD 26,434 for the quarter ended June 30, 2013. Apart from this item, the increase is mainly due to the built-up of a sizable administrative system.

Net Profit.  The Company had a net profit for the three months ended June 30, 2013 of CAD$3,638, as compared to a net profit of CAD$124,042 for the three months ended June 30, 2012. The fluctuation in profit between the 2 periods was mainly attributable to the money-lending business which recorded a boom in mid-2012. In 2013, the money-lending business became stabilized with costs increased in line with the built-up of a sizable administrative structure.

Results of Operations for the Nine Months Ended June 30, 2013 Compared to Nine Months Ended June 30, 2012

Revenues. During the nine months ended June 30, 2013, the Company had operating revenues of CAD$1,145,540, as compared to revenues of CAD$969,837 for the nine months ended June 30, 2012, an increase of $175,703, or approximately 18%.  The improvement is mainly due to the stabilization of the revenue from the money-lending business. Though the money lending business recorded a boom in mid-2012, the duration was relatively short comparing to the steady revenue since late 2012 towards mid-2013.

Costs of Revenue.  The cost of revenue for both the nine months ended June 30, 2013 and 2012 was nil. After the sale of the health product trading business in late March 2011, there was no direct cost attributable to the money lending business and the licensing business.

Operating Expenses. Operating expenses for the nine months ended June 30, 2013 were CAD$1,167,315.  Of this, CAD$47,199 was allocated to Selling and Distribution and CAD$1,120,116 was allocated to General and Administrative Expenses.  Operating expenses for the nine months ended June 30, 2012 were CAD$1,280,808.  Of this, CAD$18,434 was allocated to Selling and Distribution, and CAD$1,262,374 was allocated to General and Administrative Expenses.

Net Loss.  The Company had a net loss for the nine months ended June 30, 2013 of CAD$39,858, as compared to a net loss of CAD$359,217 for the nine months ended June 30, 2012.  

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Liquidity and Capital Resources.

The Company anticipates that the existing cash and cash equivalents on hand, together with the net cash flows generated from its business activities will be sufficient to meet the working capital requirements for the on-going projects and to sustain the business operations for the next twelve months.  

As of June 30, 2012, our unaudited balance sheet reflects that we have cash and cash equivalents of CAD $459,218, total current assets of CAD $9,122,736, total assets of CAD $31,315,403, total liabilities of CAD $12,385,717 and total stockholders’ equity of CAD $18,911,553.  The net cash outflow from operating activities for the quarter ended June 30, 2012 was CAD$2,766,974.  No cash was used in investing activities for the quarter ended June 30, 2012.

On April 3, 2013, the Company completed a private placement offering, pursuant to which the Company raised a total of CAD$365,705 through the sale of 360,300 shares of restricted common stock of the Company at a purchase price of US$1 per share.  

For the above share issuances, the shares were not registered under the Securities Act of 1933 (the “Securities Act”) in reliance upon the exemptions from registration contained in Regulation S of the Securities Act.  No underwriters were used, nor were any brokerage commissions paid in connection with the above share issuances.  All the proceeds from the above private placement offerings are used to provide working capital for the money lending business.

Off Balance Sheet Arrangements

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

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

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

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief

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executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified.  Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.  

Changes in Internal Control over Financial Reporting

There was no change in the Company's internal control over financial reporting during the period ended June 30, 2012, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II-OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

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

ITEM 1A.

 RISK FACTORS.

Not Applicable.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On April 3,, 2013, the Company completed a private placement offering, pursuant to which the Company raised a total of CAD$365,705 through the sale of 360,300 shares of restricted common stock

 of the Company at a purchase price of US$1 per share to a total of 49 individuals, all of whom are residents of Singapore.   For the above share issuances, the shares were not registered under the Securities Act of 1933 (the “Securities Act”) in reliance upon the exemptions from registration contained in Regulation S of the Securities Act.  No underwriters were used, nor were any brokerage commissions paid in connection with the above share issuances.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

None.

ITEM 5.    

OTHER INFORMATION.

None.

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ITEM 6.

EXHIBITS.

(a)

The following exhibits are filed herewith:

31.1

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

31.2

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

32.1

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

32.2

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

101

INS XBRL Instance Document.

101

SCH XBRL Schema Document.

101

CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101

LAB XBRL Taxonomy Extension Label Linkbase Document.

101

PRE XBRL Taxonomy Extension Presentation Linkbase Document.

101

DEF XBRL Taxonomy Extension Definition Linkbase Document.

SIGNATURES

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

FIRST ASIA HOLDINGS LIMITED

By:  Luk Lai Ching Kimmy

Luk Lai Ching Kimmy, Chief Executive Officer

Date:   August 22, 2013

By:  To Ka Man Carmen

To Ka Man Carmen, Chief Financial Officer

Date:   August 22, 2013

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