UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended December 31, 2015

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 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 February 12, 2016.

TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets as of December 31, 2015 (unaudited) and March 31, 2015	3
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended December 31, 2015 and 2014 (unaudited) and Nine Months Ended December 31, 2015 and 2014 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2015 and 2014 (unaudited)	5
	Notes to Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosure about Market Risk	15

Item 4.	Controls and Procedures	15

PART II – OTHER INFORMATION

Item 6.	Exhibits	17

SIGNATURES		18

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements


ASIA TRAVEL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

	December 31,	March 31,
	2015	2015

ASSETS
Current assets:
Cash in bank	$ 121,822	$ 254,321
Accounts receivables	67,847	22,812
Total current assets	189,669	277,133

Non-current assets:
Related party receivables	-	35,458
Property, plant and equipment, net of accumulated depreciation	3,638,849	3,894,705
Total non-current assets	3,638,849	3,930,163

Total assets	$ 3,828,518	$ 4,207,296

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$ 4,179	$ 100,948
Current maturities of long-term debt	238,342	194,934
Related party payables	4,094,637	2,283,104
Total current liabilities	4,337,158	2,578,986

Non-current maturities of long-term debt	1,232,759	1,974,449

Total liabilities	$ 5,569,917	$ 4,553,435

Stockholders' deficit:
Preferred stock: par value $0.001 per share; 10,000,000 shares authorized, 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	177,748	177,748
Capital in excess of par value	9,496,072	9,496,072
Accumulated deficit	(11,442,643)	(10,024,085)
Accumulated other comprehensive income	27,404	4,106
Total stockholders' deficit	(1,741,399)	(346,139)

Total liabilities and stockholders' deficit	$ 3,828,518	$ 4,207,296

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 nine months ended
	December 31,	December 31,	December 31,	December 31,
	2015	2014	2015	2014

Revenue	$ 125,260	$ 312,179	$ 389,580	$ 598,046
Cost of sales	48,968	178,886	165,861	307,635
Gross margin	76,292	133,293	223,719	290,411

EXPENSES
General and administrative	49,035	595,314	1,441,561	952,992
Depreciation	26,808	27,871	81,627	83,169
Total expenses	75,843	623,185	1,523,188	1,036,161

OPERATING PROFIT / (LOSS)	449	(488,892)	(1,299,469)	(745,750)

OTHER INCOME AND EXPENSES
Interest income	17	23	45	60
Loan interest	(35,129)	(48,219)	(119,134)	(146,788)
Total other income and expenses	(35,112)	(48,196)	(119,089)	(146,728)

LOSS BEFORE INCOME TAXES	(34,663)	(538,088)	(1,418,558)	(892,478)
Provision for income taxes	-	-	-	-

NET LOSS	$ (34,663)	$ (538,088)	$ (1,418,558)	$ (892,478)

Comprehensive loss:
Foreign currency translation gain	11,271	8,571	23,298	1,667

Comprehensive loss	$ (23,392)	$ (529,517)	$ (1,395,260)	$ (890,811)


LOSS PER SHARE - basic and diluted	$ (0.00)	$ -	$ (0.00)	$ -

WEIGHTED AVERAGE NUMBER OF COMMON SHARES - basic and diluted	177,748,501	177,748,501	177,748,501	177,748,501

See the accompanying notes to the unaudited condensed consolidated financial statements


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

	For the nine months ended
	December 31,	December 31,
	2015	2014

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,418,558)	$ (892,478)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	81,627	83,169
Changes in assets and liabilities
Increase in accounts receivables	(47,198)	(60,659)
Increase in deposit	-	(6,668)
(Decrease) / Increase in account payables	(93,216)	64,217
Decrease in accrued expenses and other payables	(1,854)	-
Decrease in accrued liabilities	-	(1,184,628)
Net cash used in operating activities	(1,479,199)	(1,997,047)

CASH FLOWS FROM INVESTING ACTIVITIES:
Repayments to related parties	721,925	794,499
Net cash provided by investing activities	721,925	794,499

CASH FLOWS FROM FINANCING ACTIVITIES:
Loan from related party	1,250,531	1,334,830
Repayment of long-term debt	(618,604)	(133,281)
Net cash provided by financing activities	631,927	1,201,549

Net decrease in cash and cash equivalents	(125,347)	(999)
Cash and cash equivalents, beginning of period	254,321	205,565

Effect of currency rate changes on cash	(7,152)	533

Cash and cash equivalents, end of period	$ 121,822	$ 205,099

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid for long-term debt	$ 119,134	$ 146,788
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

December 31, 2015

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 Current Report filed by the Company on June 26, 2015. 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 (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 (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:


	December 31, 2015	December 31, 2014
Nine months ended RMB : USD exchange rate	6.4952	6.2055
Nine-months-average RMB : USD exchange rate	6.2984	6.1815

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 177,748,501 and 177,748,501 for the nine months ended December 31, 2015 and December 31, 2014, respectively.

Recently issued accounting pronouncements

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

The carrying values of all of our other financial instruments, which include accounts receivable, accounts payable and accrued liabilities, and due to related parties approximate their current fair values because of their nature and respective maturity dates or durations.

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 nine months ended December 31,
	2015	2014

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 December 31, 2015, and December 31, 2014. 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 December 31, 2015, and December 31, 2014 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 nine months ended December 31, 2015 and 2014, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2015 and December 31, 2014. Income tax periods 2012, 2013, and 2014 are open for examination by taxing authorities.

Note 3: Long term debt


	December 31, 2015	March 31, 2015
Bank loan - wholly repayable in year 2024	$ 1,471,101	$ 2,169,383
Less: current maturities of long-term debt	(238,342)	(194,934)

Non-current maturities of long-term debt	$ 1,232,759	$ 1,974,449


Bank name	Interest rate	Term
Ping An Bank	Fixed annual rate of 8.52%	From April 24, 2013 to April 23, 2023

Interest expenses incurred on long term debt for the nine months ended December 31, 2015 and 2014 were $119,134 and $146,788 respectively.

Buildings with net book value of approximately $2,607,369 and $2,772,300 were used as collateral of bank borrowings as at December 31, 2015 and March 31, 2015, respectively.

Note 4: Capital Stock

Preferred stock

The Company has 10,000,000 shares of authorized preferred stock at $0.001 par value. As of December 31, 2015 and March 31, 2015, 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 5: 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 (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 three months ended June 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 nine months ended December 31, 2012
	Asia Travel	Historical combined Tengda Hotel and Tengda Travel	Adjustments	Combined Pro Forma

Revenue	$ 48,431	145,190		$193,621
Net loss	$ (225,777)	(21,836)	(12,000)	$(259,613)

Loss per share – basic and diluted		$(0.02)		$(0.02)
Weighted average number of common shares		13,770,465		13,770,465

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 nine months ended December 31, 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 nine months ended December 31, 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 (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 6: Related Party Payables/ (Receivables)

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 December 31, 2015 and March 31, 2015, the indebtedness of the Company to its shareholders and related entities with common owners and directors were as follows:

As of December 31, 2015, the Company has payables due to its shareholders of $4,094,637, and as of March 31, 2015, the Company has receivables due from its shareholders of $35,458. The loans are unsecured and bear no interest. These loans have no fixed payment terms.

Note 7: 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 8: Operating Lease

The Company's commitments as of December 31, 2015 did not materially change from the amounts set forth in the Company's 2015 Annual Report on Form 10-K.

Total rental expense on the operating lease amounted to $18,097 and $79,498 for nine months ended December 31, 2015 and 2014.

Note 9: 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 nine months ended December 31, 2015 and 2014.


	Nine months ended December 31	Net sales	Operating income (loss)
Hotel services	2015	200,370	(128,302)
	2014	270,932	(150,875)

Travel agency	2015	189,210	(618)
	2014	327,114	1,299

Corporate	2015	-	(1,289,638)
	2014	-	(742,902)

Total	2015	389,580	(1,418,558)
	2014	598,046	(892,478)

Note 10: Commitments and Contingencies

Litigation

In August 2015, the Company received the summons and complaint filed by Allison Carr (“Plaintiff”) in the Judicial District Court for Salt Lake County, State of Utah. The Company was named as one of the defendants by the Plaintiff. The Plaintiff is the ex-wife of Curtis S. Olsen, a former officer of the Company. The Plaintiff claimed that Curtis Olsen and Kip Eardley, another former officer of the Company, wrongfully transferred the shares of the Company held by Curtis Olsen. The Plaintiff claimed that the shares in question were transferred to an entity controlled by Kip Eardley below the fair value. The Plaintiff alleged that Curtis Olsen and Kip Eardley transferred the shares with intent to hide the assets from the Plaintiff amid the divorce proceedings. The Company has engaged a Utah counsel to represent us in the lawsuit.

Note 11: 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 nine months ended December 31, 2015, revenue from our Tengda Hotel, Tengfei Investment and Tengda Travel represented 28.62%, 22.81% and 48.57% of our revenue, respectively. We do not have any operations other than acting as a holding entity during the nine months ended December 31, 2015.

Results of Operations and Business Outlook

Net sales decreased by $186,919 or 59.88% to $125,260 for the three months ended December 31, 2015 from $312,179 for the three months ended December 31, 2014, and $208,466 or 34.86% to $389,580 for the nine months ended December 31, 2015 from $598,046 for the nine months ended December 31, 2014. Among this amount, $66,537 was generated from hotel service and $58,723 was generated from travel agency for the three months ended December 31, 2015, and $200,370 was generated from hotel service and $189,210 was generated from travel agency for the nine months ended December 31, 2015. $84,794 was generated from hotel service and $227,385 was generated from travel agency for the three months ended December 31, 2014, and $270,932 was generated from hotel service and $327,114 was generated from travel agency for the nine months ended December 31, 2014.

Cost of goods sold decreased by $129,918 or 72.63% to $48,968 for the three months ended December 31, 2015 from $178,886 for the three months ended December 31, 2014, and $141,774 or 46.09% to $165,861 for the nine months ended December 31, 2015 from $307,635 for the nine months ended December 31, 2014. The decrease was due to the decrease in volume of sales. Gross profit margin in percentage for the three months ended December 31, 2015 and 2014 was 63.30% and 42.70% respectively, and for the nine months ended December 31, 2015 and 2014 was 57.43% and 48.56% respectively. Our operating expenses decreased by $545,710 or 87.80% to $75,843 for the three months ended December 31, 2015 from $623,185 for the three months ended December 31, 2014, and increased by $487,027 or 47.00% to $1,523,188 for the nine months ended December 31, 2015 from $1,036,161 for the nine months ended December 31, 2014. The decrease in operating expenses for the three months ended December 31, 2015 is mainly due to a decrease in advertising and promotion cost from corporate. The increase in operating expenses for the nine months ended December 31, 2015 is mainly due to the loan interest from Tengfei Investment and advertising and promotion cost from corporate. Our operating expenses consist of general and administrative and selling expenses.

Net loss decreased by $503,425 or 93.56% to $34,663 for the three months ended December 31, 2015 from $538,088 for the three months ended December 31, 2014, and increased by $526,080 or 58.95% to $1,418,558 for the nine months ended December 31, 2015 from $892,478 for the nine months ended December 31, 2014. Among this amount, net loss of $36,643 was generated from hotel services and net income of $1,980 was generated from the travel agency for the three months ended December 31, 2015. For the nine months ended

December 31, 2015, net loss of $128,302 was generated from hotel services and net loss of $618 from travel agency, and Corporate loss of $1,289,638. Net loss of $36,685 was generated from hotel services, and net income of $404 was generated from the travel agency for the three months ended December 31, 2014, and Corporate loss of $501,807. For the nine months ended December 31, 2014, net loss of $150,875 was generated from hotel services and net income of $1,299 from travel agency, and Corporate loss of $742,902. The decrease in net loss for the three months ended December 31, 2015 is mainly due to a decrease in operating expenses related to advertising and promotion. The increase in net loss for the nine months ended December 31, 2015 is mainly due to an increase in operating expenses related to advertising and promotion.

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 December 31, 2015 from our financial condition as of March 31, 2015.


	As of December 31 2015	As of March 31 2015	Change
Current assets	189,669	277,133	(31.56%)
Non-current assets	3,638,849	3,930,163	(7.41%)
Current liabilities	4,337,158	2,578,986	68.17%
Non-current liabilities	1,232,759	1,974,449	(37.56%)

Current assets were $189,669 as of December 31, 2015, a decrease of 31.56% from $277,133 as of March 31, 2015. The decrease was primarily from the cash received dropped from their hotel revenue during nine months ended December 31, 2015.

Current liabilities were $4,337,158 as of December 31, 2015, an increase of 68.17% from $2,578,986 as of March 31, 2015. The increase was primarily from the increase in related party payable during nine months ended December 31, 2015.

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 2014 Annual Report on Form 10-K for the year ended March 31, 2015, as filed with the U.S. Securities and Exchange Commission (“SEC”) on June 26, 2015. During the nine months ended December 31, 2015 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.

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.

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

In August 2015, we received the summons and complaint filed by Allison Carr (“Plaintiff”) in the Judicial District Court for Salt Lake County, State of Utah. We were named as one of the defendants by the Plaintiff. The Plaintiff is the ex-wife of Curtis S. Olsen, a former officer of the Company. The Plaintiff claimed that Curtis Olsen and Kip Eardley, another former officer of the Company, wrongfully transferred the shares of the Company held by Curtis Olsen. The Plaintiff claimed that the shares in question were transferred to an entity controlled by Kip Eardley below the fair value. The Plaintiff alleged that Curtis Olsen and Kip Eardley transferred the shares with intent to hide the assets from the Plaintiff amid the divorce proceedings. We have engaged a Utah counsel to represent us in the lawsuit.

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 nine months ended December 31, 2015 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: February 12, 2016

By: /s/ Tan Lung Lai

Tan Lung Lai

Chief Executive Officer

Chief Financial Officer

Asia Travel Corp 10-Q