This excludes any reference to Harmonic Hall (and revenues from it):
SECURITIES EXCHANGE COMMISSION WASHINGTON, DC 20549
----------------
FORM 10-SB12G/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACTS OF 1934
ASIAN STAR DEVELOPMENT, INC.
---------------------------
(Exact name of registrant as specified in its Charter)
Nevada --------
(State of other jurisdiction of incorporation or organization)
86-0866395 ----------------
(I.R.S. Employer Identification No.)
Room 930, Block B, East Wing
New World Office Building
Tsimshatsui, Kowloon, Hong Kong
---------------------------------------------
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:(852) 2721-0936
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g)of the Act: Common Stock
------------ (Title of Class)
1<PAGE>
PART I
=======
Registrant is filing this Form 10-SB on a voluntary basis to (1) provide
current, public information to the investment community; (2) to expand the
availability of secondary trading exemptions under the Blue Sky laws and thereby
expand the trading market in Registrant's securities; and (3) to comply with the
reporting requirements for listing of the Company's securities. In the event
Registrant's obligation to file periodic reports under the Exchange Act is
suspended, Registrant reserves the right to reevaluate whether to continue
filing periodic reports on a voluntary basis.
ITEM 1. DESCRIPTION OF BUSINESS =========================
Background and Reorganization---------------------------------
Asian Star Development, Inc., (Registrant) was incorporated under the laws
of the State of Nevada in United States of America on January 8, 1997 to conduct
real estate development business in the People's Republic of China (PRC).
Currently, Registrant has four (4) separate projects under development in
PRC.Business Acquisitions---------------------
On January 8, 1997, Registrant entered into an agreement with Honpar
(Huangzhou) Properties Limited, a Hong Kong corporation, for the purchase and
sale of certain assets. Stephen Chow, an officer, director and principal
shareholder of Registrant, is also an officer, director and principal
shareholder of Honpar (Huangzhou). Pursuant to the terms of the Agreement,
Registrant issued a total of 5,760,000 shares of its restricted Common Stock in
exchange for all of the rights and interests in and to the assets of Honpar
(Huangzhou), consisting of an 80% equity interest in and to 2 projects known as
"Dragon Villa" and "Water World". A total of 4,885,700 of the shares were
issued to 4 parties who are officers, directors and/or control persons of the
Registrant, and the balance of 874,300 shares were issued to 81 unrelated third
parties. The number of shares issued was based on the estimated market value of
the properties at the time of acquisition, which was approximately
US$14,164,000, or approximately $2.46 per share.
On January 8, 1997, Registrant entered into an agreement with Honpar
Properties Limited, a Hong Kong corporation, for the purchase and sale of
certain assets. Stephen Chow, an officer, director and principal shareholder
of Registrant, is also an officer, director and principal shareholder of Honpar
Properties Limited. Pursuant to the terms of the Agreement, Registrant issued a
total of 3,240,000 shares of its restricted Common Stock in exchange for all of
the rights and interests in and to the assets, consisting of all right, title
and interest in a project known as "Maple City". A total of 2,309,000 of the
shares were issued to 5 parties who are officers, directors, advisors and/or
control persons of the Registrant, and the balance of 931,000 shares were issued
to 19 unrelated third parties. The number of shares issued was based on the
estimated market value of the properties at the time of acquisition, which was
approximately US$6,524,000, or approximately $2.01 per share.
On December 15, 1998, Registrant issued 2,590,730 shares of Common Stock at
$1.113 per share in exchange for 100% equity interest in Honpar (Shilong)
Properties Limited (Honpar Shilong), a Hong Kong corporation of which Stephen
2<PAGE>
Chow, an officer, director and principal shareholder of Registrant, is an
officer, director and shareholder. The 2,590,730 shares issued by
Registrant for the exchange of Honpar Shilong's shares was based on the
historical cost of the net assets and liabilities of Honpar Shilong, which
was $2,879,078 . The price per share of $1.113 used to determine the
number of Registrant's shares to be issued (2,590,730 shares) was based on
a 30% discount on the weighted average trading price of the Registrant's
shares 60 days before the transaction date. Honpar Shilong has one
project, the Shilong City Hall, which has been under construction since 1996.
Registrant intends to sell all of the above development projects once they
are completed and fully operational.
Including business combinations described above, Registrant's
subsidiaries and equity interests therein are as follows:
NAME INCORPORATED EQUITY
---- IN INTEREST
-------------- ---------
DONGGUAN DRAGON VILLA LTD PRC 80%
DONGGUAN DRAGON ENTERTAINMENT CENTRE LTD. PRC 80%
HONSTAR ENTERTAINMENT CENTRE LTD PRC 100%
GANG FENG (BOLUO) REAL ESTATE CO. LTD PRC 100%
HONPAR (SHILONG) PROPERTIES LIMITED HONG KONG 100%
ASIAN STAR (HONG KONG) LIMITED HONG KONG 100%General-------
Registrant raised a total of $723,600 in a public offering pursuant to an
exemption provided by Rule 504 of Regulation D, promulgated under the Securities
Act of 1933, as amended. The offering was approved for sale by the New York
State Department of Law on June 4, 1997 and was closed on March 12, 1998. A
total of 361,800 shares of Common Stock, at a price of $2.00 per share were sold
under the offering.
Registrant's securities are currently listed on the OTC Bulletin Board and are
traded under the symbol ASTVE . Registrant has a Web site at
www.asianstardev.com.
Registrant's corporate offices are located at Suite 930, East Wing, Block B, New
World Office Building, Tsimshatsui, Kowloon, Hong Kong.
Registrant's Business Strategy--------------------------------
Registrant's business strategy is to continue to enter into joint venture
agreements/business combinations with certain government entities to jointly
acquire and develop urban land in the developing provinces of China.
Registrant's main focus is on resorts, amusement parks and entertainment
complexes; however, Registrant intends to also build and develop shopping malls
and other retail centers and multi-use structures. Once a project is
completed and fully operational, Registrant intends to sell its interests in and
to that project, thereby generating funds for other business projects selected
by Registrant. 3<PAGE>
Four (4) Projects Under Development
--------------------------------------------
1. Dragon Villa Resort in Shilong, Dongguan, Guandong Province:
Honpar (Huangzhou) Properties Limited, a Hong Kong corporation wholly owned by
Stephen S. Chow, Chairman of the Board and President of Registrant, entered
into an equity joint venture agreement with Shilong City Development Co., a
company owned by the Government of Shilong City, to develop a piece of property
at the gateway of the Huangzhou Development District, a new district of Shilong
City.
Honpar (Huangzhou) Properties Limited owned 80% of the Joint Venture and the
Shilong Government owns 20%. On January 8, 1997, Registrant entered into
an asset purchaser agreement whereby it acquired all of Honpar (Huangzhou)
Properties Limited's right, title and interest in and to the joint venture
agreement and project in exchange for 5,760,000 shares of Registrant's
restricted common stock. According to the terms of the agreement, the
profit and loss sharing ratio between Registrant and Shilong City Development
Co. is 80% and 20%, respectively.
Shilong City Development Co. contributed 57,500 square meters (approximately 86
acres) of land to the project and is responsible for securing government
approvals, permits and licenses, and obtaining financing for all infrastructure
improvements (electricity, drinking water, sewer lines, gas,
telecommunications, etc.) prior to commencement of construction. As of December
31, 1998, 5,700 square meters land usage rights certificate was obtained.
The joint venture company is awaiting issuance of the land usage rights
certificates from the relevant authorities for the remaining parcels. Registrant
is responsible for the master layout of the project, architectural design,
coordination and building supervision, as well as cost of the construction of
the buildings, including road work and landscaping.
The master plans for the project were approved by the Shilong City Government
and construction work has commenced with piling work already completed for Phase
1 and part of Phase 2.Phase 1 will consist of:
(1) Resort Hotel - The 4-story building is completed and ready for interior
finish work.
(2) Entertainment Center - The building plans have been approved and
construction has commenced. The building will house the largest Night Club/Music
Hall in Guangdong. The Entertainment Center will also contain a Sports &
Recreation Club, Restaurant, Sauna and other indoor activities.
An approximately 67-acre site adjacent to this project was designated for a
water park, which will become an integral part of the recreational activities of
the Dragon Villa Resort. Registrant contributed funds in the amount of
$1,468,797 to the joint venture company, Dongguan Dragon Villa Limited, for the
construction of the water park, while the PRC joint venture partner contributed
a parcel of land. This parcel of land will be returned to the PRC joint venture
partner when the co-operative joint venture agreement expires in 70 years
commencing from 1997. The construction of the water park and entertainment
center which includes facilities such as a restaurant, swimming pools and a
kiosk was completed and operations commenced on August 1, 1998. The park opened
4<PAGE>
to overflow crowds, has a full range of water sports and entertainment
facilities, including a standard size underwater musical swimming pool, wave
pool, toddler's pool, water slide towers, restaurant and other facilities. The
water park had over 2,000 visitors on its first day of operation. The profit and
loss sharing ratio between Dongguan Dragon Villa Limited and the joint venture
partner is 80% and 20%, respectively.
Shilong is a well-known industrial/business area of Dongguan in the Guangdong
Province. It is located in the northern portion of Dongguan and is serviced by
a well-developed road and communication network to other cities. The entire
region is served by the Shenzhen/Guangzhou Freeway, which connects Dongguan to
Guangzhou in the north and Shenzhen in the south. Shilong is approximately
a 13-hour drive from Hong Kong.
Shilong is also serviced by train, which takes approximately 45 minutes,
either from Guangzhou or Shenzhen. Planning is currently underway for
redevelopment of the existing train station into a modern train station to match
the operation of a high speed train serving the increasing population from the
various local districts. The journey from Shilong to Guangzhou is expected to
be shortened to approximately 20 minutes when the new train station project is
completed in 2001.
Shilong is one of the cities of Dongguan with active foreign investments by
high-tech industries from Japan, Taiwan, Hong Kong and the U.S. With the
continuing development of major entertainment/leisure complexes, such as
Registrant's water park and other planned resorts, Shilong is projected to
become a major regional entertainment center.
With the continuing growth in both the business and residential markets in
Shilong and Guandong Province, Registrant believes its projects will be highly
successful and will make a significant contribution to the successful
development of the areas of the Province where it operates.
2. Mapi (Maple City), Guandong, China:
Honpar Properties Limited, a Hong Kong corporation, entered into a Joint
Venture Agreement with the Government of Mapi to develop Maple City, nicknamed
the "City of the Future". Under the terms of the agreement ,the
Government of Mapi is responsible for securing all necessary government
approvals, permits and licenses for all aspects of the project and obtaining
financing for all infrastructure improvements (electricity, drinking water,
sewer lines, gas, telecommunications, etc.) prior to commencement of
construction. Honpar Properties Limited is responsible for the
development and construction of the joint venture projects. On January 8,
1997, Registrant entered into an asset purchase agreement with Honpar Properties
Limited to acquire all of Honpar's rights, titles and interests in the Maple
City Joint Venture Agreement.
The Maple City project, which is developed by Registrant, comprises 3 parcels of
land which are close, but not adjacent to each other. The land usage
rights certificates for the Maple City project stipulate a lease term of 70
years commencing from 1993 and the total area is approximately 74,000 square
meters (approximately 111 acres). It is the intention of Registrant to build a
hotel, commercial and entertainment complex on these parcels of land.
5<PAGE>
Registrant intends to develop the parcels as follows:
(1) A Hotel Entertainment Center/Exhibition Plaza will be built on 35,000
square meters in the heart of the project. The building is completed and ready
for interior finish work. The main building will house a hotel with 24 rooms, a
night club, a sauna and restaurant on the first floor. Registrant anticipates
expansion of the hotel to up to 200 rooms in the future.
(2) An exclusive resort with a private lake, single family homes, marina,
club and water amusement facilities will be built. The infrastructure work and
utilities are currently being completed. The main road from the City Center
Gateway to the project site has been completed.
(3) A commercial/residential complex in the City Center Gateway will be
built on 33,000 square meters. All utilities and infrastructure work has been
completed on this project.
The Maple City Master Plan includes the new railway station and freeway system
and includes 500 acres for an industrial park near the train station. 86 acres
are reserved for hotel, commercial, entertainment and condominium developments
in the heart of the city. Approximately 600 acres are set aside around the
lakeshore areas of Red Lady Lake for the usage of developing resort and
residential properties.
Maple City is located east of Guangzhou and north of Huizhou and in the center
of Guandong Province, the wealthiest and most developed Province, with a total
population of 62,460,000. Fully aware of the fact that both Guangzhou City and
Shenzhen City are overly populated, congested and developed, the Chinese Central
government is diverting new projects and investment into the Greater Huizhou
area. The new "Beijing-Hong Kong" railway passes through Maple City, giving
it direct access to all major cities in China by train. The present
South-West route also provides rail service from Maple City to other
major cities of Guandong, the East route to Shantou and the West route
to Zhanjiang. In addition, Guandong has one of the newest freeway systems in
China, making access to Maple City accessible from many cities by car and,
when the new freeway is completed, travelers will have access to Pingtam
Airport, a 30-minute drive from Maple City and the only airport in the Huizhou
area. The total population of the five major surrounding cities accessible
to Maple City is approximately 17 million. Maple City enjoys year-round
sub-tropical climate, typical of Southern China.3. Shilong City Hall Plaza
The Shilong City Hall project, which under development by Honpar
Shilong, consists of a parcel of land located in the center of Shilong Town
with approximately 5,855 square meters. Honpar Shilong entered into a
co-operative contract with Shilong City Government to build a commercial complex
on the land, including retail and office space, residential space and a
city hall theatre with approximately 1,000 seats. In addition, Honpar Shilong is
required to allow the Shilong City Government to freely use the city hall
theater. The lease of land usage rights will expire in 70 years
commencing on the date when the inspection certificate (certificate of
occupancy after completion of construction) is issued by the City
Government. 6<PAGE>
Pursuant to the terms of the co-operative contract, Honpar Shilong is
required to pay, upon the issuance of the inspection certificate, RMB50
million for the land usage rights and RMB3.8 million for land management
fee and land improvement expenses. Upon fulfilling the above requirements, the
title of the land usage rights will be transferred to Honpar Shilong from the
Shilong City Government. As of December 31, 1998, RMB4 million ($469,814)
in installment payments had been made by Honpar Shilong against the RMB50
million land usage rights.
On December 15, 1998, Registrant acquired 100% of Honpar Shilong's total
outstanding shares in exchange for 2,590,730 shares of Registrant's restricted
common stock.
The subject property is a rectangular shaped corner lot located at the
junction of two major arterial roads within the prime commercial/
residential location of Shilong City and directly across from a
newly-developed high-rise, modern commercial building/apartment hotel. The site
is also in close proximity to some of the well-known tourist areas of Shilong,
and to the train and bus stations.
Registrant's current development plans include a main structure, consisting of
a food court, bars, night club, fitness center and shopping mall; a theater
building; and a parking garage.4. 6-12 Convenience Store Chain
In September, 1998, Registrant entered into a letter of intent with Lin Tao Ge,
an unrelated third party, to form a new Hong Kong corporation to acquire 100% of
the total issued and outstanding shares of two China corporations, Super
Shopping Channels Ltd. and Beijing Kinetic Sales Network Limited. Registrant
will own 75% of the newly-formed corporation and Mr. Ge will own 25%.
Due to the rapid process of reform and liberalization in China, coupled with an
increased demand for work efficiency and an acceleration in the pace of life,
most people in Beijing have changed their purchasing habits in order to adjust
to cosmopolitan living. Nevertheless, Beijing still lacks a
large-scale convenience store chain that carries a large variety of
products where people can conveniently shop at a relatively early or
late hour. Registrant intends to develop the first large scale convenience
store chain in
China, namely the 6-12 Convenience Store. Each store, or kiosk, will be
equipped with air-conditioning, electricity and water, computers to facilitate
record keeping, telecommunication equipment and shelf space for 300-400 retail
convenience items. Billboard spaces on the exterior of the kiosks will also be
available for rental. Registrant intends to begin installation of 1,000 A6-12"
Convenience Stores in Beijing. Registrant is also developing plans to
install the stores in other regions of China in the near future.
Project Funding -------------------
The operating activities of the above four projects were substantially financed
by Stephen Chow, an officer, director and principal shareholder of Registrant,
by either infusing equity capital or providing shareholder loans. Additional
financing was derived from the sale of the Registrant's equity
securities. (See "Certain Transactions" and "Financial Statements" .)
7<PAGE>
Considering the condition that only limited funding is presently available, the
completion of these four projects on a timely basis will depend significantly on
the additional funding available to the Registrant through debt and/or equity
financing in the near future. (See "Management Discussion and Analyses")
Competition-----------
Both Maple City and Shilong Town are currently being heavily expanded and
developed with the assistance of their respective governments. Registrant
anticipates that there will be extensive competition from other companies and
businesses, including some large, multi-national hotel and resort developers.
Currently, Registrant has the only Water World project commencing operation and
other projects in development in the Dongguan area. There are currently
several resort hotels and entertainment facilities in the area, but
none as large as those being developed by Registrant. |
