SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 2005
[ ] 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 000-27129
Asian Financial, Inc.
(Exact Name of Small Business Issuer as specified in its
charter)
Wyoming 91-1922225
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
51625 Desert Club Dr. Suite 207, La Quinta, CA 92253
(Address of principal executive offices) (Zip Code)
(760) 219-2776
(Issuer's telephone number)
Check whether the Issuer (1) 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 the number of shares outstanding of each of the
issuer's classes of Common equity, as of the latest
practicable date.
Common Stock, $.001 par value 1,500,000
Title of Class Number of Shares Outstanding
at November 7, 2005
No exhibits included.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
The Financial Statements of the Company required to be
filed with this 10-QSB Quarterly Report were prepared by
management and commence on the following page, together
with related Notes. In the opinion of management, these
Financial Statements fairly present the financial condition
of the Company, but should be read in conjunction with the
Financial Statements of the Company for the year ended
December 31, 2004 previously filed with the Securities and
Exchange Commission.
ASIAN FINANCIAL, INC.
(A Development Stage Company)
BALANCE SHEET
September 30, 2005
(UNAUDITED)
ASSETS
Total assets
$
- -
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current liabilities:
Accounts payable
$
5,200
Long-term liabilities:
Notes payable - related parties (note 4)
70,000
Total liabilities
75,200
STOCKHOLDERS' DEFICIT (note 3)
Preferred stock; $0.001 par value;
1,000,000 shares authorized; no
shares issued and outstanding
- -
Common stock; $0.001 par value;
100,000,000 shares authorized;
1,500,000 shares issued and outstanding
1,500
Additional paid-in capital
- -
Deficit accumulated during dev. stage
(76,700)
Total stockholders' deficit
(75,200)
Total liabilities and stockholders' deficit
$
- -
ASIAN FINANCIAL, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Cumulative
from
inception
(Aug 10,
For the three months ended
For the nine months ended
1998) to
September 30,
September 30,
Sept. 30,
2005
2004
2005
2004
2005
Revenues
$
- -
$
- -
$
- -
$
- -
$
- -
Operating
expenses
5,200
2,500
5,200
7,500
76,700
Net loss from
operations
(5,200)
(2,500)
(5,200)
(7,500)
(76,700)
Other income
(expense)
- -
- -
- -
- -
- -
Net loss
$
(5,200)
$
(2,500)
$
(5,200)
$
(7,500)
$
(76,700)
Net loss
per share
$
- -
$
- -
$
- -
$
(0.01)
Weighted ave.
common shares
outstanding
1,500,000
1,500,000
1,500,000
1,500,000
ASIAN FINANCIAL, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cumulative
from
inception
(Aug. 10,
For the nine months
1998) to
ended September 30,
Sept. 30,
2005
2004
2005
Operating Activities
Net loss
$
(5,200)
$
(7,500)
$
(76,700)
Adjustments to reconcile
net loss to net cash
used in operations:
Issuance of shares for
services rendered
- -
- -
473
Issuance of notes payable
to related parties for
Services rendered
- -
7,500
70,000
Changes in operating
assets and liabilities:
Increase in accounts payable
5,200
- -
5,200
Net cash used in
operating activities
- -
- -
(1,027)
Investing Activities
- -
- -
- -
Financing Activities
Issuance of shares for cash
- -
- -
1,027
Net cash provided by
financing activities
- -
- -
1,027
Net change in cash
- -
- -
- -
Cash at beginning of period
- -
- -
- -
Cash at end of period
$
- -
$
- -
$
- -
Supplemental Information
Non-cash investing and financing activities:
Issuance of notes payable
to related parties for
services rendered
$
- -
$
7,500
$
70,000
ASIAN FINANCIAL, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
Nine Months Ended September 30, 2005 and 2004, and the
Period of August 10, 1998 (Inception) t0 September 30, 2005
(UNAUDITED)
The condensed financial statements of Asian Financial, Inc.
(the Company) included herein have been prepared without
audit pursuant to the rules and regulations of the
Securities and Exchange Commission. Although certain
information normally included in financial statements
prepared in accordance with accounting principles generally
accepted in the United States of America has been condensed
or omitted, the Company believes that the disclosures are
adequate to make the information presented not misleading.
The condensed financial statements for the nine months
ended September 30, 2005 should be read in conjunction with
the financial statements and notes thereto included in this
report, and the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2004.
The condensed financial statements included herein reflect
all normal recurring adjustments that, in the opinion of
management, are necessary for fair presentation. The
results for the interim period are not indicative of trends
or of results to be expected for the year ended December
31, 2005.
NOTE 1 - ORGANIZATION AND BUSINESS PLAN
Asian Financial, Inc. (the Company) was incorporated under
the laws of the State of Nevada on August 10, 1998 to
engage in any lawful activity. On July 27, 2005, the
Company merged with Asian Financial, Inc. (a Wyoming
entity) for the purpose of changing its domicile from
Nevada to Wyoming.
The Articles of Incorporation authorized the Company to
issue 100,000,000 shares of common stock and 1,000,000
shares of preferred stock, both with a par value of $0.001.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Development Stage Company
The Company is considered a 'Development Stage Company' as
defined in SFAS 7, "Accounting and Reporting by Development
Stage Companies." Therefore, cumulative amounts are
reported on the statements of operations, stockholders'
deficit, and cash flows.
Cash and Equivalents
The Company considers all highly liquid debt instruments
purchased with a maturity of nine months or less to be cash
equivalents. No cash was paid for interest for the nine
months ended September 30, 2005 or 2004. During the nine
months ended September 30, 2005 and 2004, the Company paid
$0 in interest and income taxes.
Loss Per Common Share
Loss per common share is computed by dividing the net loss
for the period by the weighted average number of shares
outstanding for the nine months ended September 30, 2005
and 2004.
Use of Estimates
The preparation of the accompanying financial statements,
in conformity with accounting principles generally accepted
in the United States of America, 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 date of the
financial statements, and the reported amounts of expenses
during the reporting periods. Actual results could differ
from those estimates.
Income Taxes
Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred
tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in
which those temporary differences are expected to reverse.
The effect on deferred tax assets and liabilities from a
change in tax rates is recognized in the statement of
operations in the period that includes the enactment date.
The Company has not yet commenced an active trade or
business, therefore, the Company did not provide any
current or deferred federal or state income tax provision
or benefit for any of the periods presented because to
date, it has experienced operating losses. The Company has
a federal net operating loss carryforward of $76,700
expiring in the years 2018 through 2025. The tax benefit of
this net operating loss, based on an effective tax rate of
40%, is approximately $30,680 and has been offset by a full
valuation allowance, which increased by $2,000 and $3,000
during the nine months ended September 30, 2005 and 2004,
respectively.
NOTE 3 - STOCKHOLDERS' DEFICIT
On August 20, 1998, the Company issued 473,250 shares of
common stock at par value $0.001, to individuals (including
Officers/Directors) for consulting services provided to the
Company for a total value of $473.
On December 20, 1998, the Company issued 1,026,750 shares
of common stock at par value $0.001 for $1,027 in cash.
Total shares of common stock issued and outstanding were
1,500,000 at September 30, 2005 and 2004.
No preferred stock has been issued and none is outstanding
as of September 30, 2005 or 2004.
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company has accrued $10,000 per year for management
services rendered by the Company's majority
shareholder/President pursuant to a five-year convertible
promissory note covering years 1998 through 2002 for a
total balance of $50,000 at September 30, 2005. This note
is non-interest bearing and convertible at a rate of $0.05
per share for 1,000,000 common shares at the option of the
holder. If not sooner converted into common stock, the
principal amount is due December 31, 2008.
The Company has accrued $20,000 during 2003 and 2004 for
management services rendered by an affiliate of the
Company's majority shareholder/President pursuant to the
terms of a convertible promissory note. This note is non-
interest bearing and convertible at a rate of $0.02 per
share for 1,000,000 common shares at the option of the
holder. If not sooner converted into common stock, the
principal amount is due December 31, 2008.
The Company's officers and directors have resolved to
provide for various minimal expenses incurred by the
Company without repayment until such time that a merger
candidate is found. These expenses consist of, but are not
limited to, office space, accounting, filing requirements,
and management services.
NOTE 5 - GOING CONCERN AND INCIDENTAL COSTS
The accompanying financial statements have been prepared in
conformity with accounting principles generally accepted in
the United States of America, which contemplate
continuation of the Company as a going concern. However,
the Company has incurred losses since its inception and has
not yet been successful in establishing profitable
operations. These factors raise substantial doubt about the
ability of the Company to continue as a going concern.
Unanticipated costs and expenses or the inability to
generate revenues could require additional financing, which
would be sought through bank borrowings, or equity or debt
financing. To the extent financing is not available, the
Company may not be able to, or may be delayed in,
developing its business purpose. The accompanying
financial statements do not reflect any adjustments that
might result from the outcome of these uncertainties.
Incidental costs to maintain legal registrations of the
Company in its state of incorporation and with the
Securities and Exchange Commission have been paid or
assumed by the current shareholders of the Company. This
will continue for the foreseeable future.
The Company intends to actively pursue a business
relationship with a qualified merger or acquisition
candidate. Costs incurred on these efforts will continue
to be borne/paid by the Officers/Directors of the Company
in the form of loans/advances or the issuance of stock.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
The Company has not commenced operations and has negative
working capital of $5,200.
Capital and Source of Liquidity.
The Company does not expect to purchase any plant or
significant equipment over the next twelve months.
Other than incidental costs that pertain to maintaining the
Company's legal and SEC registration, there are no major
cash requirements.
For the nine months ended September 30, 2005 and 2004, the
Company did not pursue any investing activities.
Results of Operations.
For the nine months ended September 30, 2005 and 2004, the
Company did not earn any revenues from operations.
The Company incurred general and administrative expenses of
$5,200 and $7,500 for the nine months ended September 30,
2005 and 2004, respectively.
Item 3. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Chief Executive Officer and the Chief Financial Officer
of the Company have made an evaluation of the disclosure
controls and procedures relating to the quarterly report on
Form 10-QSB for the quarter ended September 30, 2005 as
filed with the Securities and Exchange Commission and have
judged such controls and procedures to be effective as of
September 30, 2005 (the evaluation date).
There have not been any significant changes in the internal
controls of the Company or other factors that could
significantly affect internal controls relating to the
Company since the evaluation date.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
Item 2. CHANGES IN SECURITIES
None
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
None
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
The following exhibits are filed herewith:
31.1(a) and (b) Certifications pursuant to Rule 13a-
14(a) or 15d-14(a) under the Securities Exchange Act
of 1934, as amended.
32.1(a) and (b) Certifications pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
Reports on Form 8-K
On September 8, 2005, the Company filed a Form 8-K
indicating the replacement of its prior auditor, David. M.
Winings, CPA, with Child, Sullivan & Company of Kaysville,
Utah. The Company had no disagreements with its former
auditor, bur Mr. Winings was not registered with the PCAOB.
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.
Date: November 7, 2005
By: /s/ Dempsey K. Mork
- --------------------------
Dempsey K. Mork
President/CEO
By: /s/ Norbert L. LeBoeuf
- ---------------------------
Norbert L. LeBoeuf
CFO
CERTIFICATIONS
Exhibit 31.1(a)
I, Dempsey Mork, certify that:
1. I have reviewed this quarterly report on Form 10-QSB
of Asian Financial, Inc.
2. Based on my knowledge, the quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and
other financial information included in this quarterly
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 quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15e and 15d-15e) for the registrant and we 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 quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90
days prior to the filing date of this quarterly report (the
"Evaluation Date"); and
(c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
(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 officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and
(6) The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there
were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 7, 2005
/s/Dempsey Mork
- ---------------------------
Dempsey Mork
President, Chief Executive Officer, Director
Exhibit 31.1(b)
I, Norbert LeBoeuf, certify that:
1. I have reviewed this quarterly report on Form 10-QSB
of Asian Financial, Inc.
2. Based on my knowledge, the quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and
other financial information included in this quarterly
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 quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15e and 15d-15e) for the registrant and we 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 quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90
days prior to the filing date of this quarterly report (the
"Evaluation Date"); and
(c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
(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 officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and
(6) The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there
were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 7, 2005
/s/ Norbert LeBoeuf
- ----------------------------
Norbert LeBoeuf
Chief Financial Officer
Exhibit 32.1(a)
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 Asian Financial,
Inc. (the "Company") on Form 10-QSB for the period ending
September 30, 2005, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I,
Dempsey Mork, 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:
(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.
/s/Dempsey Mork
- ------------------------------
Dempsey Mork
President, Chief Executive Officer, Director
November 7, 2005
Exhibit 32.1(b)
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 Asian Financial,
Inc. (the "Company") on Form 10-QSB for the period ending
September 30, 2005 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I,
Norbert LeBoeuf, 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:
(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.
/s/ Norbert LeBoeuf
- -------------------------------
Norbert LeBoeuf
Chief Financial Officer
November 7, 2005