Delaware
|
98-0203281
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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Large Accelerated Filer o | Accelerated Filer o | Non-accelerated Filer o | Smaller Reporting Company x |
Page
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3
|
|||
4
|
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5
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6 – 8
|
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9 - 11
|
|||
12
|
|||
12
|
|||
12
|
|||
13
|
|||
14
|
Three months ended September 30,
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Nine months ended September 30,
|
|||||||||||||||||||||||
2011
|
2012
|
2012
|
2011
|
2012
|
2012
|
|||||||||||||||||||
HK$’000
|
HK$’000
|
US$’000
|
HK$’000
|
HK$’000
|
US$’000
|
|||||||||||||||||||
Operating Revenue
|
||||||||||||||||||||||||
Rental income
|
203
|
248
|
32
|
604
|
624
|
80
|
||||||||||||||||||
Total operating revenues
|
203
|
248
|
32
|
604
|
624
|
80
|
||||||||||||||||||
Operating Expenses
|
||||||||||||||||||||||||
Rent and related expenses
|
(24
|
)
|
(24
|
)
|
(3
|
)
|
(72
|
)
|
(73
|
)
|
(9
|
)
|
||||||||||||
Depreciation
|
(86
|
)
|
(86
|
)
|
(11
|
)
|
(258
|
)
|
(258
|
)
|
(33
|
)
|
||||||||||||
Other selling and administrative expenses
|
(152
|
)
|
(190
|
)
|
(25
|
)
|
(499
|
)
|
(518
|
)
|
(67
|
)
|
||||||||||||
Total operating expenses
|
(262
|
)
|
(300
|
)
|
(39
|
)
|
(829
|
)
|
(849
|
)
|
(109
|
)
|
||||||||||||
Loss from operations
|
(59
|
)
|
(52
|
)
|
(7
|
)
|
(225
|
)
|
(225
|
)
|
(29
|
)
|
||||||||||||
Non-operating expenses
|
||||||||||||||||||||||||
Interest expenses
|
(51
|
)
|
(49
|
)
|
(6
|
)
|
(156
|
)
|
(148
|
)
|
(19
|
)
|
||||||||||||
Total non-operating expenses
|
(51
|
)
|
(49
|
)
|
(6
|
)
|
(156
|
)
|
(148
|
)
|
(19
|
)
|
||||||||||||
Loss before income taxes
|
(110
|
)
|
(101
|
)
|
(13
|
)
|
(381
|
)
|
(373
|
)
|
(48
|
)
|
||||||||||||
Provision for income taxes
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||||||||||||||
Net loss and total comprehensive loss
|
(110
|
)
|
(101
|
)
|
(13
|
)
|
(381
|
)
|
(373
|
)
|
(48
|
)
|
||||||||||||
Loss per share of common stock (in cents)
|
(0.39
|
)
|
(0.36
|
)
|
(0.05
|
)
|
(1.34
|
)
|
(1.32
|
)
|
(0.17
|
)
|
||||||||||||
WWeighted average number of shares of common stock outstanding
|
28,329,353
|
28,329,353
|
28,329,353
|
28,329,353
|
28,329,353
|
28,329,353
|
As of
December 31,
2011
|
As of
September 30, 2012 (Unaudited)
|
|||||||||||
HK$’000
|
HK$’000
|
US$’000
|
||||||||||
ASSETS
|
||||||||||||
Current assets
|
||||||||||||
Cash and bank balances
|
24
|
14
|
2
|
|||||||||
Trade receivables
|
12
|
--
|
--
|
|||||||||
Management fees and utility deposits
|
24
|
26
|
3
|
|||||||||
Total current assets
|
60
|
40
|
5
|
|||||||||
Bank deposits, collateralized
|
82
|
82
|
11
|
|||||||||
Property, plant and equipment, net of accumulated depreciation of HK$2,841,000 (US$364,000) as of September 30, 2012 (December 31, 2011: HK$2,583,000)
|
10,205
|
9,947
|
1,275
|
|||||||||
Total assets
|
10,347
|
10,069
|
1,291
|
|||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||||||
Current liabilities
|
||||||||||||
Bank loans - (Note 3)
|
9,555
|
9,137
|
1,171
|
|||||||||
Other payables
|
258
|
242
|
31
|
|||||||||
Due to Principal Stockholder - (Note 5)
|
1,551
|
2,080
|
267
|
|||||||||
Total current liabilities
|
11,364
|
11,459
|
1,469
|
|||||||||
Commitments and contingencies - (Note 6)
|
||||||||||||
Stockholders' equity
|
||||||||||||
Common stock, par value US$0.001 each, 100 million shares of stock authorized; 28,329,353 shares of stock issued and outstanding
|
221
|
221
|
28
|
|||||||||
Additional paid-in capital
|
73,608
|
73,608
|
9,437
|
|||||||||
Accumulated losses
|
(74,846
|
)
|
(75,219
|
)
|
(9,643
|
)
|
||||||
Total stockholders' deficit
|
(1,017
|
)
|
(1,390
|
)
|
(178
|
)
|
||||||
Total liabilities and stockholders' equity
|
10,347
|
10,069
|
1,291
|
Nine Months Ended September 30,
|
||||||||||||
2011
|
2012
|
2012
|
||||||||||
HK$’000
|
HK$’000
|
US$’000
|
||||||||||
Cash flows from operating activities
|
||||||||||||
Net loss
|
(381
|
)
|
(373
|
)
|
(48
|
)
|
||||||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Depreciation
|
258
|
258
|
33
|
|||||||||
Changes in working capital:
|
||||||||||||
Trade receivables
|
(2
|
)
|
12
|
2
|
||||||||
Management fees and utility deposits
|
--
|
(2
|
)
|
--
|
||||||||
Other payables
|
14
|
(16
|
)
|
(2
|
)
|
|||||||
Net cash used in operating activities
|
(111
|
)
|
(121
|
)
|
(15
|
)
|
||||||
Cash flows from financing activities
|
||||||||||||
Repayment of bank loans
|
(409
|
)
|
(418
|
)
|
(54
|
)
|
||||||
Net advance from Principal Stockholder - (Note 5)
|
556
|
529
|
68
|
|||||||||
Net cash provided by financing activities
|
147
|
111
|
14
|
|||||||||
Net increase (decrease) in cash and cash equivalents
|
36
|
(10
|
)
|
(1
|
)
|
|||||||
Cash and cash equivalents at beginning of period
|
14
|
24
|
3
|
|||||||||
Cash and cash equivalents at end of period
|
50
|
14
|
2
|
End of maturity
|
Interest rate
|
Principal
|
||||||||||||
2011
|
2012
|
2012
|
||||||||||||
HK$’000
|
HK$’000
|
US$’000
|
||||||||||||
2026
|
2.1% per annum
|
9,555
|
9,137
|
1,171
|
Principal
|
||||||||||||
2011
|
2012
|
2012
|
||||||||||
HK$’000
|
HK$’000
|
US$’000
|
||||||||||
2012 / 2013
|
559
|
567
|
73
|
|||||||||
2013 / 2014
|
570
|
579
|
74
|
|||||||||
2014 / 2015
|
583
|
592
|
76
|
|||||||||
2015 / 2016
|
595
|
604
|
77
|
|||||||||
2016 / 2017
|
607
|
617
|
79
|
|||||||||
Thereafter
|
6,641
|
6,178
|
792
|
|||||||||
9,555
|
9,137
|
1,171
|
(i)
|
leasehold properties in Hong Kong with a net book value of HK$9,863,000 and HK$10,075,000 as of September 30, 2012 and December 31, 2011 respectively;
|
(ii)
|
fixed deposits of HK$82,000 as of September 30, 2012 and December 31, 2011; and
|
(iii)
|
joint and several guarantee provided by the Principal Stockholder and his spouse.
|
Three months ended September 30,
|
Nine months ended September 30,
|
|||||||||||
2011
|
2012
|
2012
|
2011
|
2012
|
2012
|
|||||||
HK$’000
|
$ |
HK’000
|
US$’000
|
$ |
HK’000
|
HK$’000
|
US$’000
|
|||||
Cash paid for:
|
||||||||||||
Interest expenses
|
51
|
49
|
6
|
156
|
148
|
19
|
Nine months ended September 30,
|
||||||||||||
2011
|
2012
|
|||||||||||
HK$’000
|
HK$’000
|
US$’000
|
||||||||||
Balance at beginning of period
|
826
|
1,551
|
199
|
|||||||||
Advance from the Principal Stockholder
|
296
|
516
|
66
|
|||||||||
Repayment to the Principal Stockholder
|
--
|
(10
|
)
|
(1
|
)
|
|||||||
Expenses paid by the Principal Stockholder on behalf of the Company
|
260
|
23
|
3
|
|||||||||
Net advance from the Principal Stockholder
|
556
|
529
|
68
|
|||||||||
Balance at end of period
|
1,382
|
2,080
|
267
|
As of
December 31,
2011
|
As of September 30,
2012
|
|||||||||||
HK$’000
|
HK$’000
|
US$’000
|
||||||||||
Within one year
|
785
|
763
|
98
|
|||||||||
In the second year
|
251
|
324
|
41
|
|||||||||
1,036
|
1,087
|
139
|
Three months ended September 30
|
Nine months ended September 30
|
|||||||||||||||
2011
|
2012
|
2011
|
2012
|
|||||||||||||
Operating Revenues
|
100.00
|
%
|
100.00
|
%
|
100.00
|
%
|
100.00
|
%
|
||||||||
Total operating expenses
|
(129.06
|
%)
|
(120.97
|
%)
|
(137.25
|
%)
|
(136.06
|
%)
|
||||||||
Loss from operations
|
(29.06
|
%)
|
(20.97
|
%)
|
(37.25
|
%)
|
(36.06
|
%)
|
||||||||
Loss before income taxes
|
(54.19
|
%)
|
(40.73
|
%)
|
(63.08
|
%)
|
(59.78
|
%)
|
||||||||
Provision for income taxes
|
--
|
--
|
--
|
--
|
||||||||||||
Net loss
|
(54.19
|
%)
|
(40.73
|
%)
|
(63.08
|
%)
|
(59.78
|
%)
|
31.1
|
Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934*
|
31.2
|
Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934*
|
32.1
|
Certification of the Company's Chief Executive Officer Pursuant to 18 U.S.C. SS. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
32.2
|
Certification of the Chief Financial Officer Pursuant to 18 U.S.C. SS. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
101
|
The following materials from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements.**
|
*
|
Filed herewith
|
**
|
Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
|
November 14, 2012
|
/s/ Ngai Keung Luk
|
Ngai Keung Luk
|
|
Chairman and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
November 14, 2012
|
/s/ Darrie Lam
|
Darrie Lam
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Physical Property Holdings Inc. (the "registrant");
|
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 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.
|
November 14, 2012
|
/s/ Ngai Keung Luk
|
Ngai Keung Luk
|
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Physical Property Holdings Inc. (the "registrant");
|
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 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.
|
November 14, 2012
|
/s/ Darrie Lam
|
Darrie Lam
|
|
Chief Financial Officer
|
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 result of operations of the Company.
|
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 result of operations of the Company.
|
Note 4 - Supplemental Discosures of Cash Flow Information
|
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2012
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash Flow, Supplemental Disclosures [Text Block] |
4.
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|