Attached files
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EX-31.2 - ASIA SELECT ACQUISITION II CORP. | v194319_ex31-2.htm |
EX-32.1 - ASIA SELECT ACQUISITION II CORP. | v194319_ex32-1.htm |
EX-31.1 - ASIA SELECT ACQUISITION II CORP. | v194319_ex31-1.htm |
EX-32.2 - ASIA SELECT ACQUISITION II CORP. | v194319_ex32-2.htm |
FORM
10-Q
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
quarterly period ended June 30, 2010
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from ________ to ________
Commission
file number 000-53752
Asia Select Acquisition II
Corp.
(Exact
name of registrant as specified in its charter)
Delaware
|
42-1772888
|
(State
or other jurisdiction
|
(I.R.S.
Employer Identification Number)
|
of
incorporation or organization)
|
300-1055 West Hastings
Street, Vancouver, Canada, V6E 2E9
(Address
of principal executive offices)
(604)
689-0618
(Registrant’s
telephone number, including area code)
No
change
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes x No ¨.
Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files. Yes ¨ No ¨
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated file. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
Non-accelerated
filer
|
¨
|
Smaller
reporting company
|
x.
|
(Do
not check if a smaller reporting company)
|
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes x No ¨.
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Sections
12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes ¨ No ¨.
APPLICABLE
ONLY TO CORPORATE ISSUERS
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 5,000,000 shares of common stock, par
value $.0001 per share, outstanding as of August 16, 2010.
ASIA
SELECT ACQUISITION II CORP.
-
INDEX -
Page
|
|||
PART
I – FINANCIAL INFORMATION:
|
|||
Item
1.
|
Financial
Statements:
|
1
|
|
Balance
Sheets as of June 30, 2010 (Unaudited) and March 31, 2010
|
2
|
||
Statements
of Operations (Unaudited) for the Three Months ended June 30, 2010, the
Three Months ended June 30, 2009 and the Cumulative period from May 20,
2008 (Inception) to June 30, 2010
|
3
|
||
Statements
of Cash Flows (Unaudited) for the Three Months ended June 30, 2010, the
Three Months ended June 30, 2009 and the Cumulative period from May 20,
2008 (Inception) to June 30, 2010
|
4
|
||
Notes
to Financial Statements
|
5
|
||
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
7
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
9
|
|
Item
4.
|
Controls
and Procedures
|
10
|
|
PART II – OTHER
INFORMATION:
|
|||
Item
1.
|
Legal
Proceedings
|
10
|
|
Item
1A.
|
Risk
Factors
|
10
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
10
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
10
|
|
Item
4.
|
Removed
and Reserved
|
10
|
|
Item
5.
|
Other
Information
|
10
|
|
Item
6.
|
Exhibits
|
11
|
|
Signatures
|
12
|
ii
PART I – FINANCIAL
INFORMATION
Item
1. Financial Statements.
The
accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with the instructions for Form 10-Q. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
In the
opinion of management, the financial statements contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations, and cash flows of
the Company for the interim periods presented.
The
results for the period ended June 30, 2010 are not necessarily indicative of the
results of operations for the full year. These financial statements and related
footnotes should be read in conjunction with the financial statements and
footnotes thereto included in the Company’s Form 10-K filed with the Securities
and Exchange Commission on June 29, 2010.
1
Asia
Select Acquisition II Corp.
(A
Development Stage Company)
Balance
Sheets
June 30,
2010
$
|
March 31,
2010
$
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current
Assets
|
||||||||
Cash
|
17,633 | 26,599 | ||||||
Total
Assets
|
17,633 | 26,599 | ||||||
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current
Liabilities
|
||||||||
Accounts
payable
|
3,129 | 9,380 | ||||||
Due
to related party
|
60,000 | 60,000 | ||||||
Total
Liabilities
|
63,129 | 69,380 | ||||||
Stockholders’
Deficit
|
||||||||
Preferred
Stock, 1,000,000 shares authorized, $0.0001 par value, none
issued
|
– | – | ||||||
Common
stock, 100,000,000 shares authorized, $0.0001 par value 5,000,000 shares
issued and outstanding
|
500 | 500 | ||||||
Additional
paid-in capital
|
9,500 | 9,500 | ||||||
Deficit
accumulated during the development stage
|
(55,496 | ) | (52,781 | ) | ||||
Total
Stockholders’ Deficit
|
(45,496 | ) | (42,781 | ) | ||||
Total
Liabilities and Stockholders’ Deficit
|
17,633 | 26,599 |
(The
accompanying notes are an integral part of these financial
statements)
2
Asia
Select Acquisition II Corp.
(A
Development Stage Company)
Statements
of Operations
(unaudited)
Three months
ended
|
Three months
ended
|
Accumulated from
May 20, 2008
(date of inception)
|
||||||||||
June 30,
|
June 30
|
to June 30,
|
||||||||||
2010
|
2009
|
2010
|
||||||||||
$
|
$
|
$
|
||||||||||
Revenue
|
– | – | – | |||||||||
Expenses
|
||||||||||||
General
and administrative (Note 4)
|
2,715 | 9,460 | 55,496 | |||||||||
Total
Expenses
|
2,715 | 9,460 | 55,496 | |||||||||
Net
Loss
|
(2,715 | ) | (9,460 | ) | (55,496 | ) | ||||||
Net
Loss Per Common Share, Basic and Diluted
|
– | – | ||||||||||
Weighted
Average Number of Common Shares Outstanding
|
5,000,000 | 5,000,000 |
(The
accompanying notes are an integral part of these financial
statements)
3
Asia
Select Acquisition II Corp.
(A
Development Stage Company)
Statements
of Cash Flows
(Expressed
in US dollars)
(unaudited)
Three months
ended
June 30,
2010
|
Three months
Ended
June 30,
2009
|
Accumulated from
May 20, 2008
(date of inception)
to June 30,
2010
|
||||||||||
$
|
$
|
$
|
||||||||||
Operating
Activities
|
||||||||||||
Net
loss
|
(2,715 | ) | (9,460 | ) | (55,496 | ) | ||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Accounts
payable
|
(6,251 | ) | – | 3,129 | ||||||||
Due
to related parties
|
– | 36 | – | |||||||||
Net
Cash Used in Operating Activities
|
(8,966 | ) | (9,424 | ) | (52,367 | ) | ||||||
Financing
Activities
|
||||||||||||
Advance
from related party
|
– | – | 60,000 | |||||||||
Proceeds
from the issuance of common stock
|
– | – | 10,000 | |||||||||
Net
Cash Provided by Financing Activities
|
– | – | 70,000 | |||||||||
Increase
(Decrease) in Cash
|
(8,966 | ) | (9,424 | ) | 17,633 | |||||||
Cash,
Beginning of Period
|
26,599 | 59,529 | – | |||||||||
Cash,
End of Period
|
17,633 | 50,105 | 17,633 | |||||||||
Supplemental
Disclosures:
|
||||||||||||
Interest
paid
|
– | – | – | |||||||||
Income
tax paid
|
– | – | – |
(The
accompanying notes are an integral part of these financial
statements)
4
Asia
Select Acquisition II Corp.
(A
Development Stage Company)
Notes to
the Financial Statements
June 30,
2010
(unaudited)
1.
|
Basis
of Presentation
|
The
accompanying financial statements of Asia Select Acquisition II Corp. (the
“Company”) should be read in conjunction with the financial statements and
accompanying notes filed with the U.S. Securities and Exchange Commission in the
Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010.
In the opinion of management, the accompanying financial statements reflect all
adjustments of a recurring nature considered necessary to present fairly the
Company’s financial position and the results of its operations and its cash
flows for the periods shown.
The
preparation of financial statements in accordance with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported. Actual results could differ
materially from those estimates. The results of operations and cash flows for
the periods shown are not necessarily indicative of the results to be expected
for the full year.
2.
|
Going
Concern
|
These
financial statements have been prepared on a going concern basis, which implies
the Company will continue to realize its assets and discharge its obligations in
the normal course of business. As of June 30, 2010, the Company has not
generated any revenues, has a working capital deficit of $45,496, and has
accumulated losses since inception. The continuation of the Company as a going
concern is dependent upon the continued financial support from its shareholders,
the ability of the Company to obtain necessary equity financing to continue
operations, the acquisition of a business and attainment of profitable
operations. These factors raise substantial doubt regarding the Company’s
ability to continue as a going concern. These financial statements do not
include any adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.
3.
|
Recent
Accounting Pronouncements
|
In
October 2009, the Financial Accounting Standards Board (“FASB”) issued an
amendment to the accounting standards related to the accounting for revenue in
arrangements with multiple deliverables including how the arrangement
consideration is allocated among delivered and undelivered items of the
arrangement. Among the amendments, this standard eliminated the use of the
residual method for allocating arrangement considerations and requires an entity
to allocate the overall consideration to each deliverable based on an estimated
selling price of each individual deliverable in the arrangement in the absence
of having vendor-specific objective evidence or other third party evidence of
fair value of the undelivered items. This standard also provides further
guidance on how to determine a separate unit of accounting in a
multiple-deliverable revenue arrangement and expands the disclosure requirements
about the judgments made in applying the estimated selling price method and how
those judgments affect the timing or amount of revenue recognition. This
standard will be adopted on April 1 2011 but is not expected to have a
material effect on the Company’s financial statements.
In
October 2009, the FASB issued an amendment to the accounting standards related
to certain revenue arrangements that include software elements. This standard
clarifies the existing accounting guidance such that tangible products that
contain both software and non-software components that function together to
deliver the product’s essential functionality, shall be excluded from the scope
of the software revenue recognition accounting standards. Accordingly, sales of
these products may fall within the scope of other revenue recognition standards
or may now be within the scope of this standard and may require an allocation of
the arrangement consideration for each element of the arrangement. This standard
will be adopted on April 1, 2011 but is not expected to have a material effect
on the Company’s financial statements.
In
January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements
and Disclosure, to require reporting entities to separately disclose the amounts
and business rationale for significant transfers in and out of Level 1 and Level
2 fair value measurements and separately present information regarding purchase,
sale, issuance, and settlement of Level 3 fair value measures on a gross basis.
The adoption of this standard with the exception of disclosures regarding the
purchase, sale, issuance, and settlement of Level 3 fair value measures which
are effective for fiscal years beginning after December 15, 2010, did not have a
material effect on the financial statements. The adoption of the remainder of
the standard is not expected to have a material effect on the Company’s
financial statements.
In
February 2010, the FASB Accounting Standards Update 2010-10 (“ASU 2010-10”),
“Consolidation (Topic 810): Amendments for Certain Investment Funds”. The
amendments in this update are effective as of the beginning of a reporting
entity’s first annual period that begins after November 15, 2009 and for interim
periods within that first reporting period. Early application is not permitted.
The Company’s adoption of provisions of ASU 2010-10 did not have a material
effect on the Company’s financial statements.
5
Asia
Select Acquisition II Corp.
(A
Development Stage Company)
Notes to
the Financial Statements
June 30,
2010
(unaudited)
3.
|
Recent Accounting
Pronouncements (continued)
|
In March
2010, the FASB issued Accounting Standards Update 2010-11 (ASU 2010-11),
“Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit
Derivatives”. The amendments in this update are effective for each reporting
entity at the beginning of its first fiscal quarter beginning after June 15,
2010. Early adoption is permitted at the beginning of each entity’s first fiscal
quarter beginning after issuance of this update. The Company does not expect the
provisions of ASU 2010-11 to have a material effect on the Company’s financial
statements.
4.
|
Related
Party Transactions
|
During
the three months ended June 30, 2010, the Company paid $1,500 (2009 - $1,500) in
office and administrative fees to a company controlled by the President of the
Company.
6
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
Forward
Looking Statement Notice
Certain
statements made in this Quarterly Report on Form 10-Q are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of Asia Select
Acquisition II Corp. (“we”, “us”, “our” or the “Company”) to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. The forward-looking statements
included herein are based on current expectations that involve numerous risks
and uncertainties. The Company's plans and objectives are based, in part, on
assumptions involving the continued expansion of business. Assumptions relating
to the foregoing involve judgments with respect to, among other things, future
economic, competitive and market conditions and future business decisions, all
of which are difficult or impossible to predict accurately and many of which are
beyond the control of the Company. Although the Company believes its assumptions
underlying the forward-looking statements are reasonable, any of the assumptions
could prove inaccurate and, therefore, there can be no assurance the
forward-looking statements included in this Quarterly Report will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved.
Description
of Business
The
Company was incorporated in the State of Delaware on May 20, 2008. The Company
maintains its principal executive office at 300-155 West Hastings Street,
Vancouver, Canada V6E 2E9. Since inception, the Company has been engaged in
organizational efforts and obtaining initial financing. The Company was formed
as a vehicle to pursue a business combination through the acquisition of, or
merger with, an operating business. The Company filed a registration statement
on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on
August 6, 2009, and since its effectiveness, the Company has focused its efforts
to identify a possible business combination
The
Company is currently considered to be a “blank check” company. The SEC defines
those companies as "any development stage company that is issuing a penny stock,
within the meaning of Section 3(a)(51) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and
that has no specific business plan or purpose, or has indicated that its
business plan is to merge with an unidentified company or companies." Many
states have enacted statutes, rules and regulations limiting the sale of
securities of "blank check" companies in their respective jurisdictions. The
Company is also a “shell company,” defined in Rule 12b-2 under the Exchange Act
as a company with no or nominal assets (other than cash) and no or nominal
operations. Management does not intend to undertake any efforts to cause a
market to develop in our securities, either debt or equity, until we have
successfully concluded a business combination. The Company intends to comply
with the periodic reporting requirements of the Exchange Act for so long as we
are subject to those requirements.
The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Company’s principal business objective
for the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with an operating business. The Company will not
restrict its potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.
The Company currently does not engage
in any business activities that provide cash flow. During the next twelve months
we anticipate incurring costs related to:
(i)
|
filing
Exchange Act reports, and
|
7
(ii)
|
investigating,
analyzing and consummating an
acquisition.
|
We believe we will be able to meet
these costs through use of funds in our treasury, through deferral of fees by
certain service providers and additional amounts, as necessary, to be loaned to
or invested in us by our stockholders, management or other
investors.
The Company may consider acquiring a
business which has recently commenced operations, is a developing company in
need of additional funds for expansion into new products or markets, is seeking
to develop a new product or service, or is an established business which may be
experiencing financial or operating difficulties and is in need of additional
capital. In the alternative, a business combination may involve the acquisition
of, or merger with, a company which does not need substantial additional capital
but which desires to establish a public trading market for its shares while
avoiding, among other things, the time delays, significant expense, and loss of
voting control which may occur in a public offering.
Since our Registration Statement on
Form 10 went effective, our management has had contact and discussions with
representatives of other entities regarding a business combination with us. Any
target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to
numerous risks inherent in the business and operations of financially unstable
and early stage or potential emerging growth companies. In addition, we may
effect a business combination with an entity in an industry characterized by a
high level of risk, and, although our management will endeavor to evaluate the
risks inherent in a particular target business, there can be no assurance that
we will properly ascertain or assess all significant risks.
The Company anticipates that the
selection of a business combination will be complex and extremely risky. Because
of general economic conditions, rapid technological advances being made in some
industries and shortages of available capital, our management believes that
there are numerous firms seeking even the limited additional capital which we
will have and/or the perceived benefits of becoming a publicly traded
corporation. Such perceived benefits of becoming a publicly traded corporation
include, among other things, facilitating or improving the terms on which
additional equity financing may be obtained, providing liquidity for the
principals of and investors in a business, creating a means for providing
incentive stock options or similar benefits to key employees, and offering
greater flexibility in structuring acquisitions, joint ventures and the like
through the issuance of stock. Potentially available business combinations may
occur in many different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.
Liquidity
and Capital Resources
As of June 30, 2010, the Company had
assets equal to $17,633 comprised exclusively of cash. This compares with assets
of $26,599, comprised exclusively of cash as of March 31, 2010. The Company’s
current liabilities as of June 30, 2010 totaled $63,129 comprised exclusively of
accounts payable and notes payable to related parties. This compares to the
Company’s current liabilities as of March 31, 2010 of $69,380. The Company can
provide no assurance that it can continue to satisfy its cash requirements for
at least the next twelve months.
8
The
following is a summary of the Company's cash flows provided by (used in)
operating, investing, and financing activities for the three months ended June
30, 2010 and June 30, 2009 and the period from May 20, 2008 (Inception) to June
30, 2010:
For the Three
Months Ended
June 30, 2010
|
For the Three
Months ended
June 30, 2009
|
For the Cumulative
Period from
May 20, 2008
(Inception) to
June 30, 2010
|
||||||||||
Net
Cash (Used in) Operating Activities
|
$ | (8,966 | ) | $ | (9,424 | ) | $ | (52,367 | ) | |||
Net
Cash (Used in) Investing Activities
|
$ | - | $ | - | $ | - | ||||||
Net
Cash Provided by Financing Activities
|
$ | - | $ | - | $ | 70,000 | ||||||
Net
Increase (decrease) in Cash
|
$ | (8,966 | ) | $ | (9,424 | ) | $ | 17,633 |
The
Company has only cash assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. In addition, the Company
is dependent upon certain related parties to provide continued funding and
capital resources. If continued funding and capital resources are unavailable at
reasonable terms, the Company may not be able to implement its plan of
operations.
Results
of Operations
The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from May 20, 2008 (Inception) to June 30, 2010. It is
unlikely the Company will have any revenues unless it is able to effect an
acquisition or merger with an operating company, of which there can be no
assurance. It is management's assertion that these circumstances may hinder the
Company's ability to continue as a going concern. The Company’s plan of
operation for the next twelve months shall be to continue its efforts to locate
suitable acquisition candidates.
For the
three months ended June 30, 2010, the Company had a net loss of $2,715,
comprised of legal, accounting, audit and other professional service fees
incurred in relation to the filing of the Company’s periodic reports in
connections with the Company’s Securities Exchange Act filings.
For the
three months ended June 30, 2009, the Company had a net loss of $9,460,
comprised of legal, accounting, audit and other professional service fees
incurred in relation to the preparation and filing of the Company’s Form 10 in
August of 2009.
For the
cumulative period from May 20, 2008 (Inception) to June 30, 2010, the Company
had a net loss of $55,496 comprised exclusively of legal, accounting, audit and
other professional service fees incurred in relation to the formation of the
Company, the filing of the Company’s Registration Statement on Form 10 in August
of 2009 the filing of the Company’s periodic reports in connections with the
Company’s Securities Exchange Act filings.
Off-Balance Sheet
Arrangements
The Company does not have any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on the Company’s financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to
investors.
Contractual
Obligations
As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
this information.
Item
3. Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
information required by this Item.
9
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules, regulations and related forms, and that
such information is accumulated and communicated to our principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.
As of
June 30, 2010, we carried out an evaluation, under the supervision and with the
participation of our principal executive officer and our principal financial
officer of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our principal executive
officer and our principal financial officer concluded that our disclosure
controls and procedures were effective as of the end of the period covered by
this report.
Changes
in Internal Controls
There have been no changes in our
internal controls over financial reporting during the quarter ended June 30,
2010 that have materially affected or are reasonably likely to materially affect
our internal controls.
PART II — OTHER
INFORMATION
Item
1. Legal Proceedings.
To the best knowledge of the officers
and directors, the Company is not a party to any legal proceeding or
litigation.
Item
1A. Risk Factors.
As a “smaller reporting company” as
defined by Item 10 of Regulation S-K, the Company is not required to provide
information required by this Item.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior
Securities.
None.
Item 4. Removed and
Reserved.
Item 5. Other
Information.
None.
10
Item
6. Exhibits.
(a)
Exhibits required by Item 601 of Regulation S-K.
Exhibit No.
|
Description
|
|
*3.1
|
Certificate
of Incorporation, as filed with the Delaware Secretary of State on May 20,
2008.
|
|
*3.2
|
By-laws.
|
|
17.1
|
Resignation
Letter, dated August 16, 2010 from Leanna Doane to the Company’s Board of
Directors.
|
|
31.1
|
Certification
of the Company’s Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
Report on Form 10-Q for the quarter ended June 30,
2010.
|
|
31.2
|
Certification
of the Company’s Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
Report on Form 10-Q for the quarter ended June 30,
2010.
|
|
32.1
|
Certification
of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
32.2
|
Certification
of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
*
|
Filed
as an exhibit to the Company's Registration Statement on Form 10, as filed
with the SEC on August 6, 2009, and incorporated herein by this
reference.
|
11
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
ASIA
SELECT ACQUSITION II CORP.
|
||
Dated:
August 16, 2010
|
By:
|
/s/ Min Kuang
|
Min
Kuang
|
||
President,
Secretary and Director
|
||
Principal
Executive Officer
|
||
Principal
Financial Officer
|
12