FIRST ASIA (FAHLF) 10-Q 2015 Q4 Quarterly report

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 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)
Suite 823-825, 8/F Ocean Center, Harbour City, 5 Canton Road Tsim Sha Tsui Kowloon, Hong Kong
(Address of principal executive offices)
(852) 31523168
(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). ) [  ] 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 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 ]

1

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 March 15, 2016 the Issuer had 90,119,766 shares of common stock issued and outstanding.

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PART I-FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

The financial statements of First Asia Holdings Limited, 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 year ended September 30, 2015.

FIRST ASIA HOLDINGS LIMITED

FINANCIAL STATEMENTS

PERIOD ENDED DECEMBER 31, 2015

INDEX TO FINANCIAL STATEMENTS:	Page
Balance Sheet	4
Statements of Operations	5
Statements of Cash Flows	6
Notes to Unaudited Financial Statements	7-15

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First Asia Holdings Limited

Condensed Balance Sheets

(Stated in Canadian Dollars)

As of December 31, 2015 and September 30, 2015

		December 31		September 30
		2015		2015
		(Unaudited)		(Audited)
ASSETS
Current assets
Cash and cash equivalent	$	666,144	$	688,102
Loan receivable		20,290,748		15,239,370
Prepayment, deposits and other receivable		611,602		536,123
Total current assets		21,568,494		16,463,595
Goodwill		4,200,376		4,200,376
Property, plant and equipment		16,692,795		16,849,521
TOTAL ASSETS	$	42,461,665	$	37,513,492
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Current liabilities
Bank loans – secured	$	5,941,138	$	6,001,020
Accounts payable, other payable and accrued liabilities		1,462,891		1,407,221
Accounts payable, related parties		7,447,012		4,533,532
Income taxes payable		333,320		328,320
Total current liabilities		15,184,361
TOTAL LIABILITIES		15,184,361		12,270,093
STOCKHOLDERS’ EQUITY
First preference shares without par value, authorized -
Unlimited; issued and outstanding – Nil				-
Common shares without par value, authorized – unlimited;
Issued and outstanding: 89,845,666  at December 31, 2015 88,463,416 at September 30, 2015)		30,743,471		28,776,052
Deficits		(3,484,300)		(3,550,786)
TOTAL STOCKHOLDERS’ SURPLUS – First Asia Holdings Ltd.		27,259,171		25,225,266
Non-controlling interests		18,133		18,133
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	42,461,665	$	37,513,492

See Notes to Consolidated Financial Statements

4

First Asia Holdings Limited

Condensed Statements of Operations

(Stated in Canadian Dollars)

For the Three Months Ended December 31, 2015

And For the Three Months Ended December 31, 2014

		Three Months ended Dec 31,
		2015		2014
Revenue	$	1,004,200	$	905,558
Direct costs		-		-
Gross profit		1,004,200		905,558
Operating expenses
Selling and distribution		27,967		21,230
General and administrative		873,895		852,454
		(901,862)		(873,684)
Operating profit		102,338		31,874
Other income		69		-
Profit before taxation		102,407		31,874
Provision for taxation		(5,000)		(15,000)
Profit after taxation		97,407		16,874
Non-controlling interests		-		-
Net profit		97,407		16,874
Other comprehensive loss		(30,921)		(11,616)
Net profit attributable to stockholders of   First Asia Holdings Limited	$	66,486	$	5,258
NET INCOME PER SHARE:
BASIC AND DILUTED	$	0.0007	$	0.0001
WEIGHTED AVERAGE SHARES OUTSTANDING
BASIC AND DILUTED		89,845,666		63,640,599

See Notes to Consolidated Financial Statements

5

First Asia Holdings Limited

Condensed Statement of Cash Flows

(Stated in Canadian Dollars)

For the Three Months Ended December 31, 2015

And For the Three Months Ended December 31, 2014

	3 months ended	3 months ended
	December 31	December 31
	2015	2014
	(unaudited)	(unaudited)
Cash flows from operating activities
Net income for the period after tax	66,486	5,258
Adjustments to reconcile net income to net
Cash (used in) provided by operating activities:
Depreciation	156,726	129,081
Cash effect of changes in:
Deposit, prepayment and other receivable	(75,479),	(41,193)
Loan receivable	(5,051,378)	(2,454,133)
Accounts payables and accrued liabilities	55,670	2,550,223
Income tax payable	5,000	15,000
Net cash outflow from/(used) in operating activities	(4,842,975)	204,236
Cash flows from financing activities
Issue of shares	1,967,419	444,312
Bank overdraft	-	7,755
Shareholders’ loans	2,913,480	(205,588)
Repayment of mortgage loan	(59,882)	(105,259)
Net cash inflows from financing activities	4,821,017	141,220
Net increase/(decrease) in cash and cash equivalents	(21,958)	345,456
Cash and cash equivalents - beginning of period	688,102	154,796
Cash and cash equivalents - end of period	666,144	500,252

See Notes to Consolidated Financial Statements

6

First Asia Holdings Limited

Notes to the Interim Financial Statements

December 31, 2015 (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 United States generally accepted accounting principles ("US GAAP") for interim financial statements. Accordingly, they do not include certain disclosures normally included in annual financial statements prepared in accordance with such principles.

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 quarter ended and as of December 31, 2015, 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.

First Asia Tower Limited (Formerly known as 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.  Real Estate and Finance Fund (Formerly Hotel Fund Limited)

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

1.

First Asia Estate Limited (60% owned)

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

(b)

Non-controlling interests in consolidated financial statements

The Company adopted the accounting pronouncement on non-controlling interests in consolidated financial statements, which establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This guidance is primarily contained in ASC Topic “Consolidation.” It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated financial statements. The adoption of this standard has not had material impact on the Company’s consolidated financial statements.

(c)

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.

(d)

Cash and Cash Equivalents

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

(e)

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. No bad debt was incurred during the quarter ended December 31, 2015.

(f)

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

An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. No bad debt was incurred during the quarter ended December 31, 2015.

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(g)

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.

(h)

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

Office equipment

4 years

Computer equipment

4 years

(i)

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 quarter ended December 31, 2015, there was no impairment charge recognized.

(j)

Income Tax

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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.

Income tax expense for quarter ended December 31, 2015 was CAD5,000.

(k)

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 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.

(l)

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 December 31, 2015 management does not believe any of the Company’s assets were impaired.

(m)

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.

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

4) License fee income is recognized in accordance with the license terms.

(n)

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 December 31, 2015, there was no common share equivalents outstanding.

(o)

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 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.

(p)

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.

(q)

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.

(r)

Foreign Currency Translation

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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:

	Quarter ended   December 31, 2015		Year ended September 30, 2015
Period end $: HK$ exchange rate		0.1789		0.1730
Average periodic $: HK$ exchange rate		0.1723		0.1683

(s)

Related Parties

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.

(t)

Operating leases

Leases where substantially all the rewards and risks of ownership of assets remain with the lesser are accounted for as operating leases. Payments made under operating leases are charged to the consolidated statements of operations on a straight-line basis over the lease periods.

(u)

Recent accounting pronouncements

The Company does not expect any of the following recent accounting pronouncements to have an effect on the Company’s financial position, results of operations, or cash flows.

In November 2014, FASB issued ASU No. 2014-17,(Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force.) The amendments in this update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The adoption of ASU 2014-17 did not have a material impact on the Company’s consolidated financial statements.

In January 2015, FASB issued ASU No. 2015-01,Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary

12

Items . This Update eliminates from GAAP the concept of extraordinary items. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company does not expect the adoption of ASU 2015-01 to have material impact on the Company’s consolidated financial statements.

In February 2015, the FASB issued Accounting Standards Update ("ASU") No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis.  The new consolidation standard changes the way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a variable interest entity ("VIE"), and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. The guidance is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2015. Early adoption is allowed, including early adoption in an interim period. A reporting entity may apply a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or may apply the amendments retrospectively. The Company is currently assessing the impact of the adoption of this guidance on the consolidated financial statements.

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, which simplifies presentation of debt issuance costs. The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU No. 2015-03 will be effective for fiscal years beginning after December 15, 2015, with early adoption permitted. The Company has elected to adopt this ASU early and the adoption of this guidance did not have a material effect on its consolidated financial statements.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

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 AND ANALYSIS OF LOANS 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 loans receivable. Concentration of credit risk with respect to loans receivable is limited.  A majority of the loans receivable are sufficiently secured by collaterals. In addition, the Company regularly monitors the creditworthiness of these borrowers and believes that it has adequately provided for exposure to potential credit losses. No bad debt was incurred during the quarter ended December 31, 2015.

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The following table presents analysis of loans receivable by nature:

		Dec 31		September 30
Types of loans		2015		2015
Mortgage loans	$	17,209,704	$	13,099,017
Personal loans		3,010,314		2,065,314
Accrued interests		70,730		75,039
		20,290,748		15,239,370

Mortgage loans are bearing annual interest ranging from 6% to 30% with loan period ranging from 24 to 84 months. All mortgage loans are secured by collaterals in form of interest in real estate. Personal loans are bearing interest ranging from 24% to 48% with loan period up to 12 months. All personal loans are unsecured.

5.

PROPERTY, PLANT AND EQUIPMENT

			December 31	September 30
		Accumulated	2015	2015
	Cost	Depreciation	Net	Net
Leasehold land and building	18,822,222	2,129,427	16,692,795	16,849,521
Leasehold improvement	129,749	129,749	-	-
Office equipment and furniture	29,428	29,428	-	-
Computer equipment	16,786	16,786	-	-
	18,998,185	2,305,390	16,692,795	16,849,521

The leasehold land and building were acquired in 2011 through the acquisition of the entire share capital of First Asia Tower Limited. The transaction was accounted for as an asset deal.

Depreciation for the 3 months ended December 31, 2015 amounted to $156,726.

6.

GOODWILL

Goodwill arose from the acquisitions of the entire share capital of First Asia Finance Limited and Hung Lee Development Limited and the 60% share capital of First Asia Estate Limited in 2011. The Company has elected the fourth quarter to complete its annual goodwill impairment test. For the quarter ended December 31, 2015 and the year ended September 30, 2015, there was no impairment charge recognized.

7.

BANK LOANS - SECURED

The bank loan is secured by the leasehold land and building. It is repayable by 240 instalments up to May 2031 and bearing interest at an annual rate of approximately 2%.

8.

ACCOUNTS PAYABLES AND ACCRUED LIABILITIES

The balances represent mainly trade payables, non-interest bearing advance from third parties and accrued professional fees which are all current.

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9.

DUE TO RELATED PARTIES - NET

The amounts are unsecured, interest-free and are repayable on demand.

10.

COMMON SHARES

During the quarter ended December 31, 2015, 1,382,250 restricted common shares were issued.

11.

OPERATING LEASES

The Group has entered into commercial leases for offices with a term expiring in February 2016. The lease may be cancelled by either party with 30-days prior written notice. Future minimum rental payments under this operating lease are as follows:

	Office Rental
Year ending December 31, 2016		44,000
Year ending December 31, 2017		48,000
Total	$	92,000

12.

SEGMENT INFORMATION

ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Group’s chief operating decision maker is the Chief Executive Officer, who reviews consolidated results of operations prepared in accordance with U.S. GAAP when making decisions about allocating resources and assessing performance of the Group. Accordingly, the Group has two operating segments: 1) Money-lending business, and 2) licensing out of property. 

The following table presents summarized information by segment for the three months ended December 31, 2015:

	Money Lending		Licensing Of property		Unallocated
Revenue		771,555		232,645	69
Direct Cost		-		-	-
Gross profit		771,555		232,645	69
Selling expenses		27,967		-	-
General and administrative expenses		579,232		218,535	76,128
(Loss) income from operations		164,356		14,110	(76,059)
Income tax		(5,000)		-	-
Depreciation (included in G&A Exp)		-		156,726	-

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The following table presents summarized information by segment for the three months ended December 31, 2014:

	Money Lending		Licensing Of property
Revenue		695,130		210,428
Direct Cost		-		-
Gross profit		695,130		210,428
Selling expenses		21,230			-
General and administrative expenses		631,429		221,025
(Loss) income from operations		63,701		(10,597)
Income tax		(15,000)		-
Depreciation(included in G&A Exp)		9,170		119,911

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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. The Group also owns a 19-storey industrial/commercial building in Hong Kong which is licensed out for income. The Company is located at 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 fiscal period ended December 31, 2015 as compared to the fiscal period ended December 31, 2014.  The following discussion should be read in conjunction with the Financial Statements and related Notes appearing elsewhere in this Form 10-Q.  All figures herein are stated in Canadian dollars.

Results of Operations for the Three Months Ended December 31, 2015 Compared to Three Months Ended December 31, 2014.

Revenues.  During the three months ended December 31, 2015, the Company had operating revenues of $1,004,200, as compared to revenues of $905,558 for the three months ended December 31, 2014, an increase of $98,642, or approximately 10.9%. The increase in revenue is attributable to increase in interest

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income from the money lending segment. The increase in interest income was generally in line in increase of loan receivable. The policy of the Company is to continue to raise funds in the South East Asia region by issuing restricted common stocks to support the growth of the money lending business. New funds have also been granted to the segment from the new significant shareholder by way of current account with the Company. These 2 factors have ensured that the Company has additional resources for granting loans to creditworthy customers. New loans are usually of mortgage nature and the interest rate is at low end. This makes the increase in revenue relatively moderate. The segment of licensing of property was stable during the quarter ended December 31, 2015.

Costs of Revenue.  The revenue represent interest income and service fee income from the money lending business of First Asia Finance Limited and the licence fee income from First Asia Tower Limited. The corresponding direct cost was considered to be insignificant.

Operating Expenses.  Operating expenses for the three months ended December 31, 2015 were $901,862. Of this, $27,967 was allocated to Selling and Distribution, $873,895 was allocated to General and Administrative Expenses. Operating expenses for the three months ended December 31, 2014 were $873,684. Of this, $21,230 was allocated to Selling and Distribution, $852,454 was allocated to General and Administrative Expenses. The increase in General and Administrative expenses was generally in line with the moderate increase in the money lending activities.

Net Gain/Loss.   The Company had a net profit for the three months ended December 31, 2015 of $66,486, as compared to a net profit of $5,258 for the three months ended December 31, 2014.  The increase in profit is primarily attributable to the increase in the money lending activities which is more profitable.

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 December 31, 2015, our balance sheet reflects that we have cash and cash equivalents of $666,144, total current assets of $21,568,494 and total assets of $42,461,665, total liabilities of $15,184,361, and total stockholders’ equity of $27,259,171. The net cash outflow used in operating activities for the fiscal period ended December 31, 2015 was $4,842,975.  There was no cash inflow from investing activities for the fiscal period ended December 31, 2015.

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

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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 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 December 31, 2015, 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.

During the quarter ended December 31, 2015, we sold a total of 1,382,250 shares of common shares at the

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average price of approximately CAD$1.42 per share. The shares were sold in five separate transactions on October 8, December 1, December 3 and December 11, 2015,  for aggregate total consideration of CAD$1,967,417   The proceeds from the sale of the shares will be used as working capital of the group. The shares were offered and sold to non-U.S. purchasers, in reliance upon the exemption from registration provided by Regulation S under the Securities Act of 1933, and such shares are “restricted securities, “ as defined in Rule 144 under the Securities Act of 1933.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES

None.

ITEM 5.

OTHER INFORMATION.

None.

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.

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SIGNATURES

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

FIRST ASIA HOLDINGS LIMITED

By: /s/   Luk Lai Ching Kimmy

Luk Lai Ching Kimmy, Chief Executive Officer

Date:  March 17, 2016

By: /s/   To Ka Man Carmen

To Ka Man Carmen, Chief Financial Officer

Date:    March 17, 2016

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