Quarterly Report (10-q)

Share Name	Share Symbol	Market	Type
Square Chain Corporation (CE)	USOTC:SQCC	OTCMarkets	Common Stock

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 September 30, 2014

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

Commission File Number: 000-21909

ASIA TRAVEL CORPORATION

(Exact name of registrant as specified in its charter)


Nevada	86-0779928
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Unit 1202, Level 12, One Peking,

1 Peking Road, Tsim Sha Tsui,

Kowloon, Hong Kong

(Address of principal executive office)

+852 39809369

(Registrant's telephone number, including area code)

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

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

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



Large Accelerated Filer [ ]	Accelerated Filer [ ]	Non-accelerated Filer [ ]	Smaller Reporting Company [X]

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

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 177,748,501 shares of common stock, par value $0.001, as of November 12, 2014.

TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets as of September 30, 2014 (unaudited) and March 31, 2014	3
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended September 30, 2014 and 2013 (unaudited) and Six Months Ended September 30, 2014 and 2013 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2014 and 2013 (unaudited)	5
	Notes to Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosure about Market Risk	16

Item 4.	Controls and Procedures	16

PART II – OTHER INFORMATION

Item 6.	Exhibits	18

SIGNATURES		19

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements


ASIA TRAVEL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

	September 30,	March 31,
	2014	2014

ASSETS
Current assets:
Cash in bank	$ 177,882	$ 205,565
Accounts receivables	12,213	-
Total current assets	190,095	205,565

Non-current assets:
Related party receivables	338,009	369,067
Property, plant and equipment, net of accumulated depreciation	3,990,089	3,995,069
Total non-current assets	4,328,098	4,364,136

Total assets	$ 4,518,193	$ 4,569,701

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	21,360	65,362
Current maturities of long-term debt	188,734	178,621
Related party payables	$ 1,564,583	$ 1,165,856
Total current liabilities	1,774,677	1,409,839

Non-current maturities of long-term debt	2,095,042	2,163,864

Total liabilities	$ 3,869,719	$ 3,573,703

Stockholders' equity (deficit):
Preferred stock: par value $0.001 per share; 10,000,000 shares authorized, 20,000 and 20,000 shares issued and outstanding respectively	20	20

Common stock:
$0.001 par value, 990,000,000 shares authorized; 177,748,501 and 177,748,501 shares issued and outstanding, respectively	177,749	177,748
Capital in excess of par value	9,496,072	9,496,072
Retained deficit	(9,036,749)	(8,682,359)
Accumulated other comprehensive income	11,382	4,517
Total stockholders' equity	648,474	995,998

Total liabilities and stockholders' equity	$ 4,518,193	$ 4,569,701

See the accompanying notes to the unaudited condensed consolidated financial statements


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

	For the three months ended		For the six months ended
	September 30,	September 30,	September 30,	September 30,
	2014	2013	2014	2013

Revenue	$ 144,736	$ 47,360	$ 285,867	$ 112,458
Cost of sales	55,498	17,979	128,749	50,145
Gross margin	89,238	29,381	157,118	62,313

EXPENSES
General and administrative	197,578	57,397	357,678	187,117
Depreciation	27,797	-	55,298	-
Total expenses	225,375	57,397	412,976	187,117

OPERATING LOSS	(136,137)	(28,016)	(255,858)	(124,804)

OTHER INCOME AND EXPENSES
Interest income	21	4	37	72
Loan interest	(49,130)	-	(98,569)	-
Total other income and expenses	(49,109)	4	(98,532)	72

LOSS BEFORE INCOME TAXES	(185,246)	(28,012)	(354,390)	(124,732)
Provision for income taxes	-	-	-	-

NET LOSS	$ (185,246)	$ (28,012)	$ (354,390)	$ (124,732)

Comprehensive income (loss):
Foreign currency translation gain/ (loss)	5,899	(130)	6,865	(316)

Comprehensive loss	$ (179,347)	$ (28,142)	$ (347,525)	$ (125,048)


LOSS PER SHARE - basic and diluted	$ -	$ -	$ -	$ -

WEIGHTED AVERAGE NUMBER OF COMMON SHARES - basic and diluted	177,748,501	139,465,100	177,748,501	95,951,700

See the accompanying notes to the unaudited condensed consolidated financial statements


ASIA TRAVEL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

	For the six months ended
	September 30,	September 30,
	2014	2013

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (354,390)	$ (124,732)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	55,298	-
Changes in assets and liabilities
Increase in accounts receivables	(12,095)	-
Decrease in other receivables	-	403
Decrease in account payables	(12,079)	-
(Decrease)/ increase in accrued liabilities	(1,174,212)	381
Net cash used by operating activities	(1,497,478)	(123,948)

CASH FLOWS FROM INVESTING ACTIVITIES:
Repayments to related parties	280,360	-
Advances to related parties	-	(489,433)
Net cash provided by/ (used by) investing activities	280,360	(489,433)

CASH FLOWS FROM FINANCING ACTIVITIES:
Loan from related party	1,275,172	3,477
Repayment of long-term debt	(87,674)	-
Proceeds from common stock sale	-	628,943
Net cash provided by financing activities	1,187,498	632,420

Net increase (decrease) in cash and cash equivalents	(29,620)	19,039
Cash and cash equivalents, beginning of period	205,565	6,337

Effect of currency rate changes on cash	1,937	56

Cash and cash equivalents, end of period	$ 177,882	$ 25,432

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid from long-term debt	$ 98,569	$ -
Taxes paid	$ -	$ -

Non cash investing and financing activities:	$ -	$ -

See the accompanying notes to the unaudited condensed consolidated financial statements

ASIA TRAVEL CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALT STATEMENT

SEPTEMBER 30, 2014

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

The interim condensed consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim condensed consolidated financial statements be read in conjunction with the Form 10-K Annual Report filed by the Company on July 11, 2014. The Company follows the same accounting policies in the preparation of interim reports.

Organization

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

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

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

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

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

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

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

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

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

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

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

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

Foreign currency translation

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


	2014	2013
Six months ended RMB : USD exchange rate	6.1981	6.1211
Six-months-average RMB : USD exchange rate	6.1382	6.1555

Income (loss) per common share

Basic and diluted net loss per common share is computed using the net loss applicable to common shareholders and the weighted average number of shares of common stock outstanding. Diluted net loss per common share does not differ from basic net loss per common share since potential shares of common stock from conversion of preferred stocks are anti-dilutive for all periods presented. The fully diluted shares would be 197,748,501 and 115,951,700 for the three months ended September 30, 2014 and September 30, 2013, respectively.

Recently issued accounting pronouncements

The FASB has issued Accounting Standards Update (ASU) No. 2014-06, Technical Corrections and Improvements Related to Glossary Terms. The amendments in this ASU relate to glossary terms and cover a wide range of Topics in the FASB’s Accounting Standards Codification™ (Codification). These amendments are presented in four sections:

Deletion of Master Glossary Terms (Section A) arising because of terms that were carried forward from source literature (e.g., FASB Statements, EITF Issues, and so forth) to the Codification but were not utilized in the Codification.

Addition of Master Glossary Term Links (Section B) arising from Master Glossary terms whose links did not carry forward to the Codification.

Duplicate Master Glossary Terms (Section C) arising from Master Glossary terms that appear multiple times in the Master Glossary with similar, but not identical, definitions.

Other Technical Corrections Related to Glossary Terms (Section D) arising from miscellaneous changes to update Master Glossary terms. The amendments do not have transition guidance and are effective upon issuance for both public entities and nonpublic entities.

The FASB has issued Accounting Standards Update (ASU) No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP.

Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment.

In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations.

The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. This disclosure will provide users with information about the ongoing trends in a reporting organization’s results from continuing operations.

The amendments in this ASU enhance convergence between U.S. GAAP and International Financial Reporting Standards (IFRS). Part of the new definition of discontinued operation is based on elements of the definition of discontinued operations in IFRS 5, Non-Current Assets Held for Sale and Discontinued Operations.

The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. For most nonpublic organizations, it is effective for annual financial statements with fiscal years beginning on or after December 15, 2014. Early adoption is permitted.

The FASB has issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The issue is the result of a consensus of the FASB Emerging Issues Task Force.

The amendments in the ASU require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718, Compensation – Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved.

The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities.

Entities may apply the amendments in this ASU either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this ASU as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. In addition, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost.

The FASB has issued Accounting Standards Update (ASU) No. 2014-13, Consolidation (Topic 810): Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity. The amendments in this ASU will apply to a reporting entity that is required to consolidate a collateralized financing entity under the Variable Interest Entities guidance when: (1) the reporting entity measures all of the financial assets and the financial liabilities of that consolidated collateralized financing entity at fair value in the consolidated financial statements based on other Codification Topics; and (2) the changes in the fair values of those financial assets and financial liabilities are reflected in earnings.

The amendments in this ASU are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. For entities other than public business entities, the amendments are effective for annual periods ending after December 15, 2016, and interim periods beginning after December 15, 2016. Early adoption is permitted as of the beginning of an annual period.

The fair value of the financial assets of a collateralized financing entity, as determined under GAAP, may differ from the fair value of its financial liabilities even when the financial liabilities have recourse only to the financial assets. Before this ASU, there was no specific guidance in GAAP on how a reporting entity should account for that difference.

The amendments in this ASU provide an alternative to Topic 820 Fair Value Measurement for measuring the financial assets and the financial liabilities of a consolidated collateralized financing entity to eliminate that difference. When the measurement alternative is not elected for a consolidated collateralized financing entity within the scope of this ASU, the amendments clarify that: (1) the fair value of the financial assets and the fair value of the financial liabilities of the consolidated collateralized financing entity should be measured using the requirements of Topic 820; and (2) any differences in the fair value of the financial assets and the fair value of the financial liabilities of that consolidated collateralized financing entity should be reflected in earnings and attributed to the reporting entity in the consolidated statement of income (loss).

The Financial Accounting Standards Board (FASB) has issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures.

Under Generally Accepted Accounting Principles (GAAP), financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities.

Currently, GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures.

This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes.

The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued.

Note 2: Income Taxes

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

USA

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

Hong Kong

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

China

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

Income tax expenses (benefit) consist of the following:


	For the six months ended September 30,
	2014	2013

Current	$ -	$ -
Deferred	-	-
Total	$ -	$ -

The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of FASB ASC 740. The Company has recorded no deferred tax assets or liabilities as of September 30, 2014, and September 30, 2013. The amount of and ultimate realization of the benefits from the operating loss carry forwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company and other future events, the effects of which cannot be determined at this time. Because of the uncertainty surrounding the realization of the loss carry forwards, the Company has established a valuation allowance equal to the tax effect of the loss carry forwards and, therefore, no deferred tax asset has been recognized for the loss carry forwards.

The Company has no tax positions at September 30, 2014, and September 30, 2013 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the six months ended September 30, 2014 and 2013, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at September 30, 2014 and September 30, 2013. Income tax periods 2011, 2012, and 2013 are open for examination by taxing authorities.

Note 3: Capital Stock

Preferred stock

The Company has 10,000,000 shares of authorized preferred stock at $0.001 par value. As of September 30, 2014 and March 31, 2014, the Company has 20,000 and 20,000 shares of preferred stock issued and outstanding, respectively.

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

Common stock

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

Note 4: Pro Forma Statement

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

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

Pro Forma Financial Information

Acquisition of Tengda Hotel

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

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


Asia Travel Corporation Unaudited Pro Forma Statement of Operations and Comprehensive Income For the three months ended September 30, 2012
	Asia Travel	Historical combined Tengda Hotel and Tengda Travel	Adjustments	Combined Pro Forma

Revenue	$ 0	145,190		$145,190
Net loss	$ (128,046)	(21,842)	(4,000)	$(153,888)

Loss per share – basic and diluted		$(0.0)		$(0.0)
Weighted average number of common shares		7,270,101		7,270,101

Note:

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

(1)

The historical operating results of the Company were based on the Company’s financial statements for the six months ended September 30, 2012.

(2)

The historical information of Tengda Hotel and Tengda Travel were derived from the books and the records of Tendga Hotel and Tengda Travel for the three months ended September 30, 2012.

(3)

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

Acquisition of Tengfei Investment

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

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

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

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

Note 5: Related Party Receivables

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

As of September 30, 2014, the indebtedness of the Company to its shareholders and related entities with common owners and directors was as follows:

During the periods presented, the Company has receivables due from its shareholders. The loans are unsecured and bear no interest. These loans have no fixed payment terms.

Note 6: Operating Risk

Foreign currency risk

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

Company’s operations are substantially in foreign countries

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

Note 7: Operating Lease

The Company's commitments as of September 30, 2014 did not materially change from the amounts set forth in the Company's 2013 Annual Report on Form 10-K.

Total rental expense on the operating lease amounted to $52,675 and $51,985 for six months ended September 30, 2014 and 2013.

Note 8: Segments Reporting

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

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

There were no inter-segment sales for the six months ended September 30, 2014 and 2013.


	Six months ended September 30	Net sales	Operating income (loss)
Hotel services	2014	146,580	(114,190)
	2013	45,654	(3,561)

Travel agency	2014	139,287	895
	2013	66,804	(358)

Corporate	2014	-	(241,095)
	2013	-	(120,813)

Total	2014	285,867	(354,390)
	2013	112,458	(124,732)

Note 9: Subsequent Event

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

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

Special Note Regarding Forward-Looking Statements

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

Management's Discussion and Analysis or Plan of Operation

Overview

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

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

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

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

In the three months ended June 30, 2014, revenue from our Tengda Hotel, Tengfei Investment and Tengda Travel represented 25.06%, 18.83% and 56.11% of our revenue, respectively. We do not have any operations other than acting as a holding entity during the nine months ended June 30, 2014.

Results of Operations and Business Outlook

Net sales increased by $97,376 or 205.60% to $144,736 for the three months ended September 30, 2014 from $47,360 for the three months ended September 30, 2013, and $173,409 or 154.19% to $285,867 for the six months ended September 30, 2014 from $112,458 for the six months ended September 30, 2013. Among this amount, $85,065 was generated from hotel service and $59,671 was generated from travel agency for the three months ended September 30, 2014, and $146,580 was generated from hotel service and $139,287 was generated from travel agency for the six months ended September 30, 2014. $41,604 was generated from hotel service and $5,756 was generated from travel agency for the three months ended September 30, 2013, and $66,804 was generated from hotel service and $45,654 was generated from travel agency for the six months ended September 30, 2013.

Cost of goods sold increased by $37,519 or 208.68% to $55,498 for the three months ended September 30, 2014 from $17,979 for the three months ended September 30, 2013, and $78,604 or 156.75% to $128,749 for the six months ended September 30, 2014 from $50,145 for the six months ended September 30, 2013. The increase was due to the increase in volume of sales. Gross profit margin in percentage for the three months ended September 30, 2014 and 2013 was 61.7% and 62.0% respectively, and for the six months ended September 30, 2014 and 2013 was 55.0% and 55.4% respectively. Significant portions of our operating costs are from Tengda Travel, which are fixed costs. Our operating expenses increased by $167,978 or 292.66% to $225,375 for the three months ended September 30, 2014 from $57,397 for the three months ended September 30, 2013, and $225,859 or 120.70% to $412,976 for the six months ended September 30, 2014 from $187,117 for the six months ended September 30, 2013. The increase in operating expenses is mainly due to the consolidation of the financial results with Tengfei Investment after January 2014 for three and six months ended September 30, 2014 and consolidation of the financial results with Tengda Travel and Tengda Hotel after November 2012 for three and six months ended September 30, 2013. Our operating expenses consist of general and administrative and selling expenses.

Net loss increased by $157,234 or 561.31% to $185,246 for the three months ended September 30, 2014 from $28,012 for the three months ended September 30, 2013, and $229,658 or 184.12% to $354,390 for the six months ended September 30, 2014 from $124,732 for the six months ended September 30, 2013. Among this amount, net loss of $56,470 was generated from hotel services, net income of $1,276 was generated from the

travel agency for the three months ended September 30, 2014, and Corporate loss of $130,052. For the six months ended September 30, 2014, net loss of $114,190 was generated from hotel services and net income of $895 from travel agency, and Corporate loss of $241,095. Net loss of $2,911 was generated from hotel services, and net income of $798 was generated from the travel agency for the three months ended September 30, 2013, and Corporate loss of $25,899. For the six months ended September 30, 2013, net loss of $3,561 was generated from hotel services and net loss of $358 from travel agency, and Corporate loss of $120,813.The increase in net loss is mainly due to an increase in operating expenses related to professional fees.

Liquidity and capital resources

We financed our operations and expansion from cash flow from operations and contribution from our shareholders. The table below sets forth certain items on our balance sheet reflecting the changes to our financial condition as of September 30, 2014 from our financial condition as of March 31, 2014.


	As of September 30 2014	As of March 31 2014	Change
Cash and cash equivalents	$177,882	$205,565	(13.47%)
Current assets	12,213	-	-
Non-current assets	338,009	369,067	(8.42%)
Fixed assets	3,990,089	3,995,069	(0.12%)
Non-current liabilities	2,095,042	2,163,864	(3.18%)
Current liabilities	1,774,677	1,409,839	25.88%

Cash and cash equivalents was $177,882 as of September 30, 2014, a decrease of 13.47% from $205,565 as of March 31, 2014. The decrease was primarily from the cash repayment for the loan during six months ended September 30, 2014.

Current liabilities were $1,774,677 as of September 30, 2014, an increase of 25.88% from $1,409,839 as of March 31, 2014. The increase was primarily from the increase in loan payable during six months ended September 30, 2014.

Critical Accounting Policies and Estimates

Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Our significant accounting policies are discussed in Note 2 "Summary of Significant Accounting Policies" in the notes to the consolidated financial statements included in our 2013 Annual Report on Form 10-K for the year ended March 31, 2014, as filed with the U.S. Securities and Exchange Commission (“SEC”) on July 11, 2014. During the six months ended September 30, 2014 the Company did not change any of its critical accounting policies or estimates.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

N/A-Smaller Reporting Company

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

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

Management’s Report on Internal Control over Financial Reporting

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

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

Changes in internal control over financial reporting

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

N/A-Smaller Reporting Company

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

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

Use of Proceeds of Registered Securities

None: not applicable.

Purchases of Equity Securities by Us and Affiliated Purchasers

During the six months ended September 30, 2014 we have not purchased any equity securities.

Item 3. Defaults Upon Senior Securities

We are not aware of any defaults upon senior securities.

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

Item 6: Exhibits

Index of Exhibits:


Exhibit Table #	Title of Document	Location
3 (i)	Articles of Incorporation	Incorporated by reference*
3 (ii)	By laws	Incorporated by reference*
4	Specimen Stock Certificate Incorporated by reference*
31	Rule 13a-14(a)/15d-14a(a) Certification – CEO & CFO This filing
32	Section 1350 Certification – CEO & CFO This filing
101	INS XBRL Instance
101	XSD XBRL Schema
101	CAL XBRL Calculation
101	DEF XBRL Definition
101	LAB XBRL Label
101	PRE XBRL Presentation

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

SIGNATURES

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

Asia Travel Corporation

(Registrant)

Dated: November 13, 2014

By: /s/ Tan Lung Lai

Tan Lung Lai

Chief Executive Officer

Chief Financial Officer

Exhibit 31.2

CERTIFICATION

I, Tan Lung Lai, certify that:


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


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


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


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


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


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


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


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


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


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


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

Date: November 13, 2014

/s/ Tan Lung Lai

Tan Lung Lai

Chief Financial Officer

Exhibit 31.1

CERTIFICATION

I, Tan Lung Lai, certify that:


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


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


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


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


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


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


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


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


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


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


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

Date: November 13, 2014

/s/ Tan Lung Lai

Tan Lung Lai

Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Asia Travel Corporation. (the “Company”) on Form 10-Q for the period ended September 30, 2014 as filed with the Securities and Exchange Commission (the “Report”), I, Tan Lung Lai, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

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

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




Date: November 13, 2014		/s/ Tan Lung Lai
		Tan Lung Lai Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Asia Travel Corporation. (the “Company”) on Form 10-Q for the period ended September 30, 2014 as filed with the Securities and Exchange Commission (the “Report”), I, Tan Lung Lai, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

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

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




Date: November 13, 2014		/s/ Tan Lung Lai
		Tan Lung Lai Chief Executive Officer

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