UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  Form 10-K  xANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended September 30, 2011  o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to _____   First Asia Holdings Limited (Exact name of registrant as specified in its charter)  Canada0-30801N/A(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)14/F, 6 Knutsford Terrace
Tsim Sha Tsui
Kowloon, Hong Kong(Address of principal executive offices)852-2581 0708(Registrants telephone number, including area code)  Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $.001  Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act [ ] Yes [X] No  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act [  ] Yes [ X ] No  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 past 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not  contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]   1   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 the definitions 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 [ ]  (Do not check if a smaller reporting company)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   [X] No  State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of the last business day of the registrants most recently completed second fiscal quarter: CAD $17,333,734  As of January 1, 2012, the Company had 59,032,584 shares issued and outstanding.                                      2


PART I  (a) Business Development  First Asia Holdings Limited, (hereinafter referred to as We, Us,  First Asia, the Company, or the Registrant) is a publicly traded company whose shares trade on the OTCQB market (the OTCQB) under the trading symbol FAHLF.   The Company was organized under the laws of Ontario, in March 1993.   Currently, the Company, through its subsidiaries, is carrying on regulated money lending business and construction business in Hong Kong. The Group also owns a 19-storey industrial/commercial building in Hong Kong. The building is leased out for rental income. The Company is located at 14/F, 6 Knutsford Terrace, Tsim Sha Tsui, Kowloon, Hong Kong.  On July 10, 2001, we filed a Form 10-SB registration statement with the Securities and Exchange Commission (SEC) which became effective on September 8, 2001.  Since such time, we have been subject to the reporting requirements of the Securities Exchange Act of 1934.  Prior to October 1, 2006, the Companys business consisted exclusively of a computer distribution and custom assembled personal computer system business located in Ontario, Canada.  Subsequent to October 1, 2006, following a change of control in the Company, as reported on a Form 8-K filed with the SEC on August 2, 2006, the Company formed a wholly-owned subsidiary, Melo Biotechnology Limited (Melo HK), a British Virgin Islands corporation, to engage in the sales of health products in Hong Kong.  Following the establishment of Melo Limited, on October 10, 2006, the Company entered into an Asset Sale, Purchase and Transfer Agreement with MIAD Information Systems Ltd., a Canadian corporation (MIAD Information).  Pursuant to the terms of the Asset Sale Agreement, the Company agreed to sell to MIAD Information, and MIAD Information agreed to purchase, all of the rights, properties, and assets used in the conduct of the Companys computer distribution and custom assembled personal computer system business located exclusively in Ontario, Canada.  The transaction did not relate to or affect any of the Companys other business operations.  On October 30, 2006, a majority of the shareholders of the Company approved a proposal submitted by the Board of Directors to: 1) change the Companys name to Melo Biotechnology Holdings Inc; and 2) decrease the number of issued and outstanding shares of the Company through authorization of a 1:3 reverse stock split of all issued and outstanding shares, without causing a reduction in the total number of authorized shares.  As disclosed on Form 8-K filed with the SEC on December 10, 2008, on December 4, 2008, the Company entered into and closed an Agreement for Share Exchange (the Melo Exchange Agreement) with Melo Limited, Melo International and the shareholders of the Melo International.  Pursuant to the terms of the Melo Exchange Agreement the Company issued a total of 22,127,000 shares of its restricted common stock to the shareholders of the Melo International in exchange for the transfer by them of all of the issued and outstanding common stock of Melo International to the Companys wholly-owned subsidiary, Melo Limited, thereby making Melo International a wholly-owned subsidiary of the Company (the Melo Share Exchange). Melo International engages in the trading of health products. Through the closing of the Share Exchange, the Company succeeded to the business of Melo International.  The Company carried on the business of Melo International in addition to its other business operations. Due to the change in market environment and the unexpected departures of certain major distributors, the business of trading of health products deteriorated a lot in 2009. In 2010, the Group only maintained minimal trading activities.  3       On February 2, 2011, a special shareholders meeting was held and the resolution for changing the company name to First Asia Holdings Limited was passed.  As disclosed on a Form 8-K filed with the Securities and Exchange Commission on February 18, 2011, on February 17, 2011, the Company entered into an Agreement for Share Exchange (the Vagas Exchange Agreement) with Vagas Lane Limited, a Marshall Islands corporation (Vagas), and First Asia Strategy Limited, a Marshall Islands corporation, (FASL) which is the sole shareholder of Vagas.  Pursuant to the terms of the Vagas Exchange Agreement, the Company agreed to issue a total of 18,000,000 shares of its restricted common stock to FASL in exchange for the transfer by FASL of all of the issued and outstanding common stock of Vagas to the Company, thereby making Vagas a wholly-owned subsidiary of the Company (the Vagas Share Exchange ).  The parties closed the Share Exchange on February 23, 2011.Prior to completion of the Vagas Share Exchange, the Company had 23,364,134 shares of common stock issued and outstanding.  Immediately following completion of the Vagas Share Exchange, the Company had a total of approximately 41,364,134 shares of its common stock issued and outstanding.  Prior to the closing of the Vagas Share Exchange, Vagas entered into an agreement with the shareholders of Galaxy Garment Limited (Galaxy), a Hong Kong corporation pursuant to which Vagas agreed to purchase all of the issued and outstanding capital stock of Galaxy for a total of HK $140,000,000.  Galaxys primary asset is a block consisting of a 19-story industrial/commercial building located in Hong Kong valued at a price of $140,000,000.  Pursuant to the terms of the purchase agreement, on February 24, 2011, the Board of Directors of the Company authorized the issuance of a total of 10,283,000 shares of restricted common stock, valued at a price of US$0.50 per share,  to two separate entities as partial consideration for the acquisition of the outstanding capital stock of Galaxy.  A total of 7,712,000 shares of restricted common stock were issued to Sunford Limited, a Marshall Islands corporation, and a total of 2,571,000 shares of restricted common stock were issued to Golden Tree Limited, a Marshall Islands corporation. Following the issuance of the Shares the Company has a total of 51,647,134 shares of common stock issued and outstanding. On February 28, 2011, Vagas completed the acquisition of the outstanding share capital of Galaxy. On February 28, 2011, Vagas delivered an additional cash payment of HK$10,012,741.10 (approximately US$1,285,825) to the shareholders of Galaxy and assumed the outstanding balance of HK$75,987,258.9 (approximately US $9,758,430) on the mortgage loan encumbering the property owned by Galaxy.  On March 22, 2011, the Company completed a private placement offering, pursuant to which the Company raised a total of $722,258 through the sale of 1,444,516 shares of restricted common stock of the Company at a purchase price of $.50 per share.  On March 31, 2011, the Company entered into a Stock Purchase Agreement with a third party pursuant to which the Company agreed to sell all of the capital stock of the Companys wholly-owned subsidiary, Melo Limited, to the buyer for a purchase price of $200,000, plus the assumption by the buyer of all liabilities of Melo Limited and Melo International; all other receivables of Melo Limited as of March 31, 2011 shall be assigned to the Company.  The parties closed the Stock Purchase Transaction on March 31, 2011.  At closing of the Stock Purchase Transaction the Company sold all of the outstanding capital stock of Melo to the buyer. As a result of the closing of the Stock Purchase Transaction, the Company, is no longer engaged in the sales of health products in Hong Kong through Melo Limited.   4      The Chart below depicts the corporate structure of the Company as of the date of this 10-K.  Except for First Asia Estate Limited which is a 60% subsidiary, the Company effectively owns 100% of the capital stock of all subsidiaries.  [fahlf_930201110kfinal1131001.jpg]   (b) Business of the Company  Overview  The principal activity of the Company is investment holding. Principal activities of the subsidiaries are as follows:


|                        |               |  |            |  |                                                
|----------------------- | ------------- |  | ---------- |  | -----------------------------------------------
|                        | Place of      |  | Percentage |  |                                                
|Name of subsidiary      | incorporation |  | Holding    |  | Principal activity                             
|                        |               |  |            |  |                                                
|First Asia Finance Ltd. | Hong Kong     |  | 100%       |  | Regulated money lending business               
|                        |               |  |            |  | in Hong Kong                                   
|                        |               |  |            |  |                                                
|First Asia Estate Ltd.  | Hong Kong     |  | 60%        |  | Regulated real estate agency business Hong Kong
|                        |               |  |            |  |                                                

5


|                          |                  |  |      |  |                             
|------------------------- | ---------------- |  | ---- |  | ----------------------------
|Hung Lee Development Ltd. | Hong Kong        |  | 100% |  | Construction business       
|                          |                  |  |      |  |                             
|Galaxy Garment Ltd.       | Hong Kong        |  | 100% |  | Property investment         
|                          |                  |  |      |  |                             
|Vagas Lane Ltd.           | Marshall Islands |  | 100% |  | Intermediate holding company
|                          |                  |  |      |  |                             
|Paris Sky Ltd.            | Marshall Islands |  | 100% |  | Intermediate holding company

c) Business description  During the period from October 2010 to February 2011, the Company still has minimal business in trading of health products. Since March 2011, the principal activities of the Company are the following:  1) Regulated money lending business in Hong Kong  Our regulated money lending business in Hong Kong is carried on by our wholly-owned subsidiary, First Asia Finance Limited (FAF). FAF has obtained the Money Lenders Licence for carrying on money lending business in Hong Kong.  We have to renew our licence with Hong Kong Government every year. We are in a competitive market with growing demand for short term funding. Our business has benefited from the fact that commercial banks have implemented relatively stringent credit policies to small and medium sized enterprises and private individuals.  Companies and individuals who fail to obtain funding from banks have turned to us for short term funding to meet their immediate needs.  FAFs main target customers are those who are unable to obtain bank loans for a number of reasons e.g. lack of verifiable income proof. Our lending policy is relatively less stringent than banks but is nonetheless effective in minimizing our credit risk. For example, we will carefully consider the granting of loans to such individuals by taking into account their existing assets as collateral to the loan and our ability to impose charges on those assets.  Potential borrowers are interviewed and we will investigate into their credit history, income source, and overall ability to repay loan.  FAF grants collateral-backed loans in respect of assets that can be easily identified, accurately valued and legally charged.  In most cases, we accept real estate (including buildings and land use rights) as collateral from small and medium sized enterprises and private individuals.  We target at low to medium risk borrowers and interest rates will be charged up to the statutory cap of 60% per annum depending on the risk profile of a particular borrower.  We recognize the importance of internal control and risk management for the efficient running of our money lending operations.  To minimize risks, we conduct credit checks on borrowers through searches of credit reports, litigation searches to check whether the potential borrower is subject to enforcement proceedings.  In order to further manage our risks, we also engage independent professional appraisers for valuation where necessary and keep our loan-to-value ratio at approximately 40-60%.  For corporate borrowers, we will also inspect the borrowers audited financial statements for the previous financial years and monthly financial statements, and its most recent tax returns.  While commercial banks in Hong Kong usually have lengthy and complicated approval processes which can take more than one month for loan applications, many small to medium sized enterprises and individuals with debt-free assets are unable to obtain a short term loan to meet their immediate liquidity needs.  Therefore, strong demand exists for our business.  In most cases, with all our lending criteria satisfied, we are able to approve and grant short term loans within one to three days,  6      2) Construction business  Our wholly-owned subsidiary Hung Lee Development Limited (HLD) is primarily responsible for providing building design, construction and renovation services as well as construction related consultancy services to our customers. HLD has been the contractor of several luxury housing development projects in the rural area of Hong Kong.  HLD has contracted a team of architects and interior and exterior designers who have extensive experience in the building and construction industry.  Our marketing and sales team maintains active communication with clients to market our quality services.  We also evaluate and assess the specific requirements of our clients to enhance client satisfaction and secure customer loyalty.  HLD also has an established network of sub-contractors whom we engage to provide building related services.  We maintain strong relationship with our sub-contractors and material suppliers so as to ensure timely delivery of products and services to our clients.  At the same time, we also receive referrals from contractors for remodeling and new construction projects.  3) Leasing Out of First Asia Tower  One of the major assets of our Group is the First Asia Tower (FAT), located at No. 8, Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong.  The subject property is a 19-story building and is situated at the southeastern side of Fui Yiu Kok Street in the south-eastern part of Tsuen Wan District, Hong Kong. Developments in the vicinity comprise newly built high-rise residential towers.  Tsuen Wan District is undergoing gradual transition with aged industrial buildings being redeveloped into high-rise residential apartments or modern industrial and commercial office buildings. This greatly increases the potential of appreciation of value of FAT. The building has been leased out to a third party since August 2011 with a monthly rent of US$57,500.  4) Regulated real estate agency business  Our regulated real estate agency business in Hong Kong is carried on by our 60%-owned subsidiary, First Asia Estate Limited (FAE). FAE has obtained the Real Estate Agency License for carrying on real estate agency business in Hong Kong.  We have to renew our license with Hong Kong Government every year. Currently, the focus of our Group is not in this field. During the current year, this segment has minimal business only.  Competition  Hong Kong is well-developed financial centre in Asia. The competition in all of our 4 main streams of businesses is considered to be keen. However, with our experienced management team, we are able to perform satisfactorily and bring reasonable return to our shareholders.  Intellectual Property  The Company does not own any trademarks or patents on any of the service that is rendered or methods that it utilizes in such rendering of services.   7      Government Regulations  Both the money lending business and real estate agency business are regulated in Hong Kong. Licences have to be obtained before we can carry on these businesses. The licences are also subject to annual renewal by the Hong Kong Government.   Research and Development  We did not carry out any research and development activities in 2011, and do not have any specific plans for research and development in 2012.  Employees  At present, we have 7 full time employees. We presently do not have pension, health, annuity, insurance, stock options, profit sharing and similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any employees.  Reports to Security Holders  We are subject to the reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder, and, accordingly file reports, information statements or other information with the Securities and Exchange Commission, including quarterly reports on Form 10-Q, annual reports on Form 10-K, reports of current events on Form 8-K, and proxy or information statements with respect to shareholder meetings.  Although we may not be obligated to deliver an annual report to our shareholders, we intend to voluntarily send such a report, including audited financial statements, to our shareholders each year. The public may read and copy any materials we file with the Securities and Exchange Commission at its Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission at http://www.sec.gov.  ITEM 2. PROPERTIES  Our facilities are located at 14/F, 6 Knutsford Terrace, Tsim Sha Tsui, Kowloon, Hong Kong. The facility is a secure commercial building. Through a commercial lease for use of the premises which has a 2-year term, we currently occupy approximately 1,500 square feet of service and office space.Our monthly lease fee  is US$3,000 per month.   ITEM 3. LEGAL PROCEEDINGS  The Registrant is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Registrant, and no owner of record or beneficial owner of more than 5.0% of the securities of the Registrant, or any associate of any such director, officer or security holder is a party adverse to the Registrant or has a material interest adverse to the Registrant in reference to pending litigation.    8      ITEM 4. REMOVED AND RESERVED    PART II   ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.   Market Information.  The Companys shares trade on the OTCQB market under the symbol FAHLF  The following table sets forth the high and low bid prices of our common stock (USD) for the last two fiscal years and subsequent interim period, as reported by the National Quotation Bureau and represents inter dealer quotations, without retail mark-up, mark-down or commission and may not be reflective of actual transactions:  (U.S. $)2010HIGHLOWQuarter Ended March 31$0.02$0.01Quarter Ended June 30$0.0101$0.01Quarter Ended September 30$0.01$0.01Quarter Ended December 31$0.03$0.012011HIGHLOWQuarter Ended March 31$0.5$0.01Quarter Ended June 30$1.75$0.5Quarter Ended September 30$1.4$0.2Quarter Ended December 31$1.4$1.4  Holders.  As of September 30, 2011 there were 53,728,179 shares of common stock issued and outstanding and 350 shareholders of record.  Dividends.  The Company has not declared or paid any cash dividends on its common stock during the fiscal years ended September 30, 2011 or 2010.  There are no restrictions on the common stock that limit the ability of us to pay dividends if declared by the Board of Directors and  the loan agreements and general security agreements covering the Companys assets do not limit its ability to pay dividends. The holders of common stock are entitled to receive dividends when and if declared by the Board of Directors, out of funds legally available therefore and to share pro-rata in any distribution to the stockholders. Generally, the Company is not able to pay dividends if after payment of the dividends, it would be unable to pay its liabilities as they become due or if the value of the Companys assets, after payment of the liabilities, is less than the aggregate of the Companys liabilities and stated capital of all classes.  ITEM 6. SELECTED FINANCIAL DATA.  Not applicable.    9      ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION  SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS  CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-K AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.  Overview  First Asia Holdings Limited, (hereinafter referred to as We, Us,  First Asia, the Company, or the Registrant) is a publicly traded company whose shares trade on the OTCQB market (the OTCQB) under the trading symbol FAHLF.   The Company was organized under the laws of Ontario, in March 1993.   Currently, the Company, through its subsidiaries, is carrying on regulated money lending business and construction business in Hong Kong. The Group also owns a 19-storey industrial/commercial building in Hong Kong. The building is leased out for rental income. The Company is located at 14/F, 6 Knutsford Terrace, Tsim Sha Tsui, Kowloon, Hong Kong.  Results of Operations  The following discussion and analysis provide information that we believe is relevant to an assessment and understanding of our results of operation and financial condition for the fiscal year ended September 30, 2011 as compared to the fiscal year ended September 30, 2010. The following discussion should be read in conjunction with the Financial Statements and related Notes appearing elsewhere in this Form 10-K.  All figures herein are stated in Canadian dollars.  Fiscal Year Ended September 30, 2011 Compared with Fiscal  Year Ended September 30, 2010   10      Revenues.  During the fiscal year ended September 30, 2011, the Company had operating revenues of CAD 1,170,726, as compared to revenues of CAD $66,529 for the fiscal year ended September 30, 2010, an increase of $1,104,197, or approximately 1660%.  Revenue increases because in late-February 2011, the Company acquired several operating anf revenue-grnerating subsidiaries which comprised 4 main streams of businesses in Hong Kong: a) regulated money lending business; b) Construction and related business; c) Regulated real estate agency business; and d) regular rental income from leasing out of an investment properties.  Costs of Revenue.The cost of revenue for the fiscal year ended September 30, 2011 was CAD $247,227, as compared to CAD $31,544 for the fiscal year ended September 30, 2010, an increase of $215,683, or approximately 684%. The increase is generally caused by the direct costs resulted from the introduction of 4 main streams of businesses described above.  Operating Expenses.  Operating expenses for the fiscal year ended September 30, 2011 were CAD $1,011,434.  Of this, CAD $41,281 was allocated to Selling and Distribution, CAD $897,313 was allocated to General and Administrative Expenses and loss on disposal of subsidiary amounted to CAD 72,840.  Operating expenses for the fiscal year ended September 30, 2010 were CAD $289,158.  Of this, CAD $39,233 was allocated to Selling and Distribution, CAD $249,925 was allocated to General and Administrative Expenses.  Net loss.The Company had a net loss for the fiscal year ended September 30, 2011 of CAD $141,136, as compared to a net loss of CAD $253,712 for the fiscal year ended September 30, 2010  Liquidity and Capital Resources  The Company anticipates that the existing cash and cash equivalents on hand, together with the net cash flows generated from its business activities will be sufficient to meet the working capital requirements for the on-going projects and to sustain the business operations for the next twelve months.  As of September 30, 2011, our audited balance sheet reflects that we have cash and cash equivalents of CAD $522,245, total current assets of CAD $6,224,433, total assets of CAD $29,253,435, total liabilities of CAD $13,081,875, and total stockholders equity of CAD $16,157,756  The net cash used by operating activities for the fiscal year ended September 30, 2011 was CAD $1,392,323  The net cash used in investing activities for the fiscal year ended September 30, 2011 was CAD 97,638.  Off Balance Sheet Arrangements  The Company does not have any off-balance sheet arrangements.   ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Not Applicable.   ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA   11      The financial statements of the Company required by Article 8 of Regulation S-X are attached to this report.  12         FIRST ASIA HOLDINGS LIMITED  (formerly Melo Biotechnology Holdings, Inc.)  AUDITED FINANCIAL STATEMENTS  FOR THE YEARS ENDED SEPTEMBER 30, 2011 AND 2010  INDEX TO FINANCIAL STATEMENTS     INDEX    PageReport of Independent Registered Public Accounting Firm14Consolidated Balance Sheets15Consolidated Statements of Operations16Consolidated Statements of Stockholders Equity (Deficit)17Consolidated Statements of Cash Flows18Notes to Consolidated Financial Statements19-31    13      JTC FAIR SONG CPA FIRM CERTIFIED PUBLIC ACCOUNTANTS, PEOPLES REPUBLIC OF CHINA Room 20HH08, 20/F., Eu Hua Mansion, Huangmugang, Futian, Shenzhen, China. (Postal code : 518035)   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF FIRST ASIA HOLDINGS LIMITED (FORMERLY MELO BIOTECHNOLOGY HOLDINGS INC.) (INCORPORATED IN CANADA)   We have audited the accompanying consolidated balance sheets of First Asia Holdings Limited and subsidiaries as of September 30, 2011 and 2010 and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.  In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of First Asia Holdings Limited and its subsidiaries as of September 30, 2011 and 2010, and the consolidated results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.    /s/ JTC FAIR SONG CPA FIRM  CERTIFIED PUBLIC ACCOUNTANTS, PRC  Shenzhen, China January 13, 2012  14      First Asia Holdings Limited (formerly Melo Biotechnology Holdings Inc.) Consolidated Balance Sheets (Stated in Canadian Dollars) As of September 30, 2011 and 2010


|                                                                                            |   |              |   |              | 
|------------------------------------------------------------------------------------------- | - | ------------ | - | ------------ | 
|                                                                                            |   | September 30 |   | September 30 | 
|                                                                                            |   | 2011         |   | 2010         | 
|ASSETS                                                                                      |   |              |   |              | 
|Current assets                                                                              |   |              |   |              | 
|Cash and cash equivalent                                                                    | $ | 522,245      | $ | 399,298      | 
|Accounts receivable                                                                         |   | -            |   | 2,147        | 
|Loans and advances                                                                          |   | 3,194,582    |   | -            | 
|Prepayment, deposits and other receivable                                                   |   | 2,507,606    |   | 1,410,323    | 
|Total current assets                                                                        |   | 6,224,433    |   | 1,811,768    | 
|Goodwill                                                                                    |   | 4,200,376    |   |              | 
|Property, plant and equipment                                                               |   | 18,828,626   |   | 14,115       | 
|                                                                                            |   |              |   |              | 
|TOTAL ASSETS                                                                                | $ | 29,253,435   | $ | 1,825,883    | 
|                                                                                            |   |              |   |              | 
|                                                                                            |   |              |   |              | 
|LIABILITIES AND STOCKHOLDERS EQUITY                                                        |   |              |   |              | 
|                                                                                            |   |              |   |              | 
|LIABILITIES                                                                                 |   |              |   |              | 
|Current liabilities                                                                         |   |              |   |              | 
|Mortgage payable                                                                            | $ | 7,582,762    | $ | -            | 
|Accounts payable and accrued liabilities                                                    |   | 328,486      |   | 14,945       | 
|Accounts payable, related parties                                                           |   | 5,124,768    |   | -            | 
|Income taxes payable                                                                        |   | 45,859       |   | 241,000      | 
|                                                                                            |   |              |   |              | 
|Total current liabilities                                                                   |   | 13,081,875,  |   |              | 
|                                                                                            |   |              |   |              | 
|TOTAL LIABILITIES                                                                           |   | 13,081,875   |   | 255,945      | 
|                                                                                            |   |              |   |              | 
|STOCKHOLDERS EQUITY                                                                        |   |              |   |              | 
|First preference shares without par value, authorized -                                     |   |              |   |              | 
|Unlimited; issued and outstanding  Nil                                                     |   |              |   |              | 
|Common shares without par value, authorized  unlimited;                                    |   |              |   |              | 
|Issued and outstanding: 59,032,584 at September 30, 2011
(23,364,134 at September 30, 2010) |   | 20,824,272   |   | 6,095,318    | 
|                                                                                            |   |              |   |              | 
|Deficit                                                                                     |   | (4,666,516)  |   | (4,525,380)  | 
|                                                                                            |   |              |   |              | 
|TOTAL STOCKHOLDERS SURPLUS  First Asia Holdings Ltd.                                      |   | 16,157,756   |   | 1,569,938    | 
|                                                                                            |   |              |   |              | 
|Non-controlling interest                                                                    |   | 13,804       |   | -            | 
|                                                                                            |   |              |   |              | 
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                  | $ | 29,253,435   | $ | 1,825,883    | 

See Notes to Consolidated Financial Statements  15      First Asia Holdings Limited (formerly Melo Biotechnology Holdings Inc.) Consolidated Statements of Operations (Stated in Canadian Dollars) For the Years Ended September 30, 2011 and 2010


|                                                                              |   |                          |   |            | 
|----------------------------------------------------------------------------- | - | ------------------------ | - | ---------- | 
|                                                                              |   | Years ended September 30 |  
|                                                                              |   | 2011                     |   | 2010       | 
|                                                                              |   |                          |   |            | 
|Revenue                                                                       | $ | 1,170,726                | $ | 66,529     | 
|                                                                              |   |                          |   |            | 
|Direct costs                                                                  |   | (247,227)                |   | (31,544)   | 
|                                                                              |   |                          |   |            | 
|Gross profit                                                                  |   | 923,499                  |   | 34,985     | 
|                                                                              |   |                          |   |            | 
|Operating expenses                                                            |   |                          |   |            | 
|Selling and distribution                                                      |   | 41,281                   |   | 39,233     | 
|General and administrative                                                    |   | 897,313                  |   | 249,925    | 
|Loss on disposal of subsidiaries                                              |   | 72,840                   |   | -          | 
|                                                                              |   | (1,011,434)              |   | (289,158)  | 
|                                                                              |   |                          |   |            | 
|Other operating income                                                        |   | -                        |   | -          | 
|                                                                              |   |                          |   |            | 
|Operating income (losses)                                                     |   | (87,935)                 |   | (254,173)  | 
|                                                                              |   |                          |   |            | 
|Interest expenses, net                                                        |   |                          |   |            | 
|Other comprehensive income                                                    |   | 3,871                    |   | 461        | 
|                                                                              |   |                          |   |            | 
|Income (loss) before taxation                                                 |   | (84,064)                 |   | (253,712)  | 
|                                                                              |   |                          |   |            | 
|Provision for taxation                                                        |   | (43,867)                 |   | -          | 
|                                                                              |   |                          |   |            | 
|Net income (loss)                                                             |   | (127,931)                |   | (253,712)  | 
|                                                                              |   |                          |   |            | 
|Non-controlling interests                                                     |   | (13,205)                 |   | -          | 
|                                                                              |   |                          |   |            | 
|Net income (loss) attributable to stockholders of
First Asia Holdings Limited | $ | (141,136)                | $ | (253,712)  | 
|                                                                              |   |                          |   |            | 
|NET INCOME (LOSS) PER SHARE:                                                  |   |                          |   |            | 
|BASIC AND DILUTED                                                             | $ | (0.003)                  | $ | (0.01)     | 
|                                                                              |   |                          |   |            | 
|WEIGHTED AVERAGE SHARES OUTSTANDING                                           |   |                          |   |            | 
|BASIC AND DILUTED                                                             |   | 43,577,479               |   | 23,364,134 | 

See Notes to Consolidated Financial Statements  16      First Asia Holdings Limited (formerly Melo Biotechnology Holdings Inc.) Consolidated Statements of Cash Flows (Stated in Canadian Dollars) For the Year Ended September 30, 2011 and 2010   Years ended September 3020112010Cash flows from operating activitiesLoss for the year(84,064)(253,712)Adjustments to reconcile net income to netCash (used in) provided by operating activities:Amortization and depreciation157,42012,173Cash effect of changes in:Accounts receivable(38,319)10,674Loans and advances(1,929,169)-Prepayment, deposits and other receivable(21,574)170,920Accounts payables and accrued liabilities238,6142,176Net changes by way of purchase/sale of subsidiaries284,769-Net cash outflows from operating activities(1,392,323)(57,769)Cash flows from investing activitiesPurchase of equipment(97,638)-Net cash outflows used in investing activities(97,638)-Cash flows from financing activitiesBorrowings from related parties1,259,452-Repayment of mortgage loan(2,488,578)-Issue of shares2,842,033-Net cash inflows provided by financing activities1,612,907-Net decrease in cash and cash equivalents122,946(57,769)-Cash and cash equivalents - beginning of year399,298457,067Cash and cash equivalents - end of year522,245399,298    See Notes to Consolidated Financial Statements  17      First Asia Holdings Limited (formerly Melo Biotechnology Holdings Inc.) Consolidated Statements of Stockholders equity (Stated in Canadian Dollars) For the Year Ended September 30, 2011 and 2010


|                          |   |            |   |             |   |               |   |           
|------------------------- | - | ---------- | - | ----------- | - | ------------- | - | ----------
|                          |   |            |   |             |   | Accumulated   |   |           
|                          |   |            |   |             |   | Other         |   |           
|                          |   | Common     |   | Retained    |   | Comprehensive |   |           
|                          |   | Stock      |   | Earnings    |   | Income        |   | Total     
|                          |   |            |   |             |   |               |   |           
|                          |   |            |   |             |   |               |   |           
|As at September 30, 2009  | $ | 6,095,318  | $ | (4,361,415) | $ | 89,747        | $ | 1,823,650 
|                          |   |            |   |             |   |               |   |           
|Net loss                  |   | -          |   | (254,173)   |   | -             |   | (254,173) 
|Foreign currency          |   |            |   |             |   |               |   |           
|translation adjustment    |   | -          |   | -           |   | 461           |   | 461       
|                          |   |            |   |             |   |               |   |           
|As at September 30, 2010  |   | 6,095,318  |   | (4,615,588) |   | 90,208        |   | 1,569,938 
|                          |   |            |   |             |   |               |   |           
|Loss for the year         |   | -          |   | (141,136)   |   | -             |   | (141,136) 
|Issuance of common stocks |   | 14,728,954 |   | -           |   | -             |   | 14,728,954
|                          |   |            |   |             |   |               |   |           
|As at September 30, 2011  | $ | 20,824,272 | $ | (4,756,724) | $ | 90,208        | $ | 16,157,756

See Notes to Consolidated Financial Statements  18      First Asia Holdings Limited (formerly Melo Biotechnology Holdings Inc.) Notes to the Consolidated Financial Statements September 30, 2011  NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES  First Asia Holdings Limited, (hereinafter referred to as the Company) is a publicly traded company whose shares trade on the OTCQB market under the trading symbol FAHLF.  The Company was organized under the laws of Ontario, Canada, as MIAD Systems, Ltd in March 1993.  On November 16, 2006, the Company changed its name to Melo Biotechnology Holdings, Inc. On February 2, 2011, it changed its name again to First Asia Holdings Limited. The registered office of the Company is located at  14/F, 6 Knutsford Terrace, Tsim Sha Tsui, Kowloon, Hong Kong..  Prior to October 1, 2006, the Companys business consisted exclusively of a computer distribution and custom assembled personal computer system business located in Ontario, Canada.  Subsequent to October 1, 2006, following a change of control in the Company, as reported on a Form 8-K filed with the Securities and Exchange Commission on August 2, 2006, the Company formed a wholly-owned subsidiary, Melo Biotechnology Limited (Melo HK), a British Virgin Islands corporation, to engage in the sales of health products in Hong Kong.  Following the establishment of Melo HK, on October 10, 2006, the Company entered into an Asset Sale, Purchase and Transfer Agreement (the Asset Sale Agreement) with MIAD Information Systems Ltd., a Canadian corporation (MIAD Information).  Pursuant to the terms of the Asset Sale Agreement, the Company agreed to sell to MIAD Information, and MIAD Information agreed to purchase, all of the rights, properties, and assets used in the conduct of the Companys computer distribution and custom assembled personal computer system business located exclusively in Ontario, Canada (the Computer Business).  The transaction did not relate to or affect any of the Companys other business operations. As consideration for the purchase of the Computer Business, Miad Information assumed all liabilities associated with the Companys Computer Business.  As the date of closing under the Asset Sale Agreement, November, 22, 2006, the Companys Computer Business had liabilities which exceeded its assets.  Therefore, as a result of the transaction, the Company transferred all assets relating to the Companys computer business and Miad Information assumed all liabilities relating to the Companys computer business.  Under the terms of the Agreement, the Company retained no liability for any aspect of the Companys Computer Business.  Additionally, Miad Information agreed to indemnify the Company for any potential liability that may arise out of the sale of the rights, properties and assets used in the Companys Computer Business.  Consequently, because the liabilities of the Companys Computer Business exceeded its assets, the transaction resulted in an increase in the net assets and in the shareholder equity of the Company.  On October 30, 2006, a majority of the shareholders of the Company approved a proposal submitted by the Board of Directors to: 1) change the Companys name to Melo Biotechnology Holdings Inc; and 2) decrease the number of issued and outstanding shares of the Company through authorization of a 1:3 reverse stock split of all issued and outstanding shares, without causing a reduction in the total number of authorized shares.  The Company, through its wholly owned subsidiary, Melo HK, trades and markets health products, which are mainly nutritional supplements, in Hong Kong. The business operations of Melo HK are the  19      Companys only business operations.  Melo HK purchases nutritional supplements from manufacturers in China and then distributes the products in Hong Kong.  As disclosed on Form 8-K filed with the SEC on December 10, 2008, on December 4, 2008, the Company entered into an Agreement for Share Exchange (the Exchange Agreement) with Melo Biotechnology Limited (Melo HK), a British Virgin Islands corporation, Melo International Holdings Limited, a British Virgin Islands corporation (Melo International) and the shareholders of the Melo International (the Shareholders).  Pursuant to the terms of the Exchange Agreement the Company agreed to issue a total of 22,127,000 shares of its restricted common stock to the Shareholders in exchange for the transfer by the Shareholders of all of the issued and outstanding common stock of Melo International to the Companys wholly-owned subsidiary, Melo Limited, thereby making Melo International a wholly-owned subsidiary of the Company (the Share Exchange).  The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Exchange Agreement, which is filed as Exhibit 2.1 to the Form 8-K filed with the SEC on December 10, 2008.  Upon the closing of the Share Exchange on December 4, 2008, the Shareholders delivered all of their equity capital in Melo International to the Companys subsidiary, Melo Limited, in exchange for a total of 22,127,000 shares of common stock of the Company.  Prior to completion of the Share Exchange, the Company had 1,237,134 shares of common stock issued and outstanding.  Immediately following completion of the Share Exchange, the Company had a total of approximately 23,364,134 shares of its common stock issued and outstanding.  As a result of the Share Exchange, Melo International became a wholly-owned subsidiary of the Company. Melo International engages in the trading of health products. Through the closing of the Share Exchange, the Company succeeded to the business of Melo International.  The Company will carry on the business of Melo International in addition to its other business operations.  On February 2, 2011, a special shareholders meeting was held and the resolution for changing the company name to First Asia Holdings Limited was passed.  As disclosed on a Form 8-K filed with the Securities and Exchange Commission on February 18, 2011, on February 17, 2011, the Company entered into an Agreement for Share Exchange (the Vagas Exchange Agreement) with Vagas Lane Limited, a Marshall Islands corporation (Vagas), and First Asia Strategy Limited, a Marshall Islands corporation, (FASL) which is the sole shareholder of Vagas.  Pursuant to the terms of the Vagas Exchange Agreement, the Company agreed to issue a total of 18,000,000 shares of its restricted common stock to FASL in exchange for the transfer by FASL of all of the issued and outstanding common stock of Vagas to the Company, thereby making Vagas a wholly-owned subsidiary of the Company (the Vagas Share Exchange ).  The parties closed the Share Exchange on February 23, 2011.Prior to completion of the Vagas Share Exchange, the Company had 23,364,134 shares of common stock issued and outstanding.  Immediately following completion of the Vagas Share Exchange, the Company had a total of approximately 41,364,134 shares of its common stock issued and outstanding.  Prior to the closing of the Vagas Share Exchange, Vagas entered into an agreement with the shareholders of Galaxy Garment Limited (Galaxy), a Hong Kong corporation pursuant to which Vagas agreed to purchase all of the issued and outstanding capital stock of Galaxy for a total of HK $140,000,000.  Galaxys primary asset is a block consisting of a 19-story industrial/commercial building located in Hong Kong valued at a price of $140,000,000.  Pursuant to the terms of the purchase agreement, on February 24, 2011, the Board of Directors of the Company authorized the issuance of a total of 10,283,000 shares of  20      restricted common stock, valued at a price of US$0.50 per share,  to two separate entities as partial consideration for the acquisition of the outstanding capital stock of Galaxy.  A total of 7,712,000 shares of restricted common stock were issued to Sunford Limited, a Marshall Islands corporation, and a total of 2,571,000 shares of restricted common stock were issued to Golden Tree Limited, a Marshall Islands corporation. Following the issuance of the Shares the Company has a total of 51,647,134 shares of common stock issued and outstanding. On February 28, 2011, Vagas completed the acquisition of the outstanding share capital of Galaxy. On February 28, 2011, Vagas delivered an additional cash payment of HK$10,012,741.10 (approximately US$1,285,825) to the shareholders of Galaxy and assumed the outstanding balance of HK$75,987,258.9 (approximately US $9,758,430) on the mortgage loan encumbering the property owned by Galaxy.  On March 22, 2011, the Company completed a private placement offering, pursuant to which the Company raised a total of $722,258 through the sale of 1,444,516 shares of restricted common stock of the Company at a purchase price of $.50 per share.  On March 31, 2011, the Company entered into a Stock Purchase Agreement with a third party pursuant to which the Company agreed to sell all of the capital stock of the Companys wholly-owned subsidiary, Melo Limited, to the buyer for a purchase price of $200,000, plus the assumption by the buyer of all liabilities of Melo Limited and Melo International; all other receivables of Melo Limited as of March 31, 2011 shall be assigned to the Company.  The parties closed the Stock Purchase Transaction on March 31, 2011.  At closing of the Stock Purchase Transaction the Company sold all of the outstanding capital stock of Melo to the buyer. As a result of the closing of the Stock Purchase Transaction, the Company, is no longer engaged in the sales of health products in Hong Kong through Melo Limited.  The principal activity of the Company is investment holding. Principal activities of the subsidiaries are as follows:


|                          |                  |  |            |  |                                                
|------------------------- | ---------------- |  | ---------- |  | -----------------------------------------------
|                          | Place of         |  | Percentage |  |                                                
|Name of subsidiary        | incorporation    |  | Holding    |  | Principal activity                             
|                          |                  |  |            |  |                                                
|First Asia Finance Ltd.   | Hong Kong        |  | 100%       |  | Regulated money lending business               
|                          |                  |  |            |  | in Hong Kong                                   
|                          |                  |  |            |  |                                                
|First Asia Estate Ltd.    | Hong Kong        |  | 60%        |  | Regulated real estate agency business Hong Kong
|                          |                  |  |            |  |                                                
|Hung Lee Development Ltd. | Hong Kong        |  | 100%       |  | Construction business                          
|                          |                  |  |            |  |                                                
|Galaxy Garment Ltd.       | Hong Kong        |  | 100%       |  | Property investment                            
|                          |                  |  |            |  |                                                
|Vagas Lane Ltd.           | Marshall Islands |  | 100%       |  | Intermediate holding company                   
|                          |                  |  |            |  |                                                
|Paris Sky Ltd.            | Marshall Islands |  | 100%       |  | Intermediate holding company                   

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   21      (a) Basis of accounting  The Company's financial statements were prepared using Canadian generally accepted accounting principles ("GAAP"), which differs in some respects from US GAAP. There are no material differences between Canadian GAAP and US GAAP in the balance sheets of the Company as at September 30, 2011 and 2010, and the statements of operations, stockholders' equity and cash flows for the years then ended.  (b) Principles of consolidation  In preparing these consolidated financial statements, management was required to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. In the opinion of management, these financial statements reflect all adjustments (which include only normal, recurring adjustments) necessary to state fairly the results for the periods presented. Actual results could differ from these estimates and the operating results for the interim period presented is not necessarily indicative of the results expected for the full year.  For year ended and as of September 30, 2011, the consolidated financial statements include the accounts of the Company and the following subsidiaries:  A) Wholly-owned subsidiaries  1. Vagas Lane Limited 2. First Asia Finance Limited 3. Hung Lee Development Limited 4. Paris Sky Limited 5. Galaxy Garment Limited  B) Non-wholly-owned subsidiary  1. First Asia Estate Limited (60% owned)  All significant inter-company balances and transactions have been eliminate   (c) Economic and Political Risk  All the Companys operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kongs economy may influence the Companys business, financial condition, and results of operations.  The Companys major operations in Hong Kong are subject to considerations and significant risks typically associated with economies in North America and Western Europe. These include risks associated with, among others, the political, economic, and legal environment. The Companys results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things.    22      (d) Cash and Cash Equivalents  The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.  (e) Accounts Receivable  Trade receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. Bad debts incurred during the years ended September 30, 2011 and 2010 are Nil.  (f) Loans and Advances  Interest income is recorded on an accrual basis to the extent that such amounts are expected to be collected. Origination and/or closing fees associated with investments in portfolio companies are accreted into income over the respective terms of the applicable loans. Upon the prepayment of a loan or debt security, any prepayment penalties and unamortized loan origination, closing and commitment fees are recorded as income. Prepayment premiums are recorded on loans when received.  For loans with contractual payment-in-kind interest or dividends, which represent contractual interest/dividends accrued and added to the loan balance or liquidation preference   (g) Plant and Equipment  Plant and equipment are carried at cost less accumulated depreciation. The cost of maintenance and repairs is charged to the statement of operations as incurred, whereas significant renewals and betterments are capitalized. The cost and the related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of operations.  (h) Depreciation and Amortization  The Company provides for depreciation of plant and equipment principally by use of the straight-line method for financial reporting purposes. Plant and equipment are depreciated over the following estimated useful lives:  Leasehold improvement 5 years  Office equipment 4 years Computer equipment 4 years Building 50 years    (i) Accounting for the Impairment of Goodwill  ASC 350 (Intangibles-Goodwill and Other) requires that goodwill and intangible assets that have indefinite lives not be amortized but, instead, tested at least annually for impairment. Management uses a discounted cash flow analysis, which requires that certain assumptions and estimates be made regarding industry economic factors and future profitability of acquired businesses to assess the need for an  23      impairment charge. The Company has elected the fourth quarter to complete its annual goodwill impairment test.  The book values of goodwill are tested annually for impairment, or more frequently, if facts and circumstances indicate the need. Fair value measurement techniques, such as the discounted cash flow methodology, are utilized to assess potential impairments. The testing is performed at the reporting unit level, which can be either an operating segment or one level below operating segment. In the discounted cash flow method, the Company discounts forecasted performance plans to their present value. The discount rate utilized is the weighted average cost of capital for the reporting unit, calculated as the opportunity cost to all capital providers weighted by their relative contribution to the reporting units total capital and the risk associated with the cash flows and the timing of the cash flows. Comparison methods (e.g., peer comparables) and other estimation techniques are used to verify the reasonableness of the fair values derived from the discounted cash flow assessments. The impairment test is performed in two stages. If the first stage does not indicate that the carrying values of the reporting units exceed the fair values, the second stage is not required. When the first stage indicates potential impairment, the company has to complete the second stage of the impairment test and compare the implied fair value of the reporting units goodwill to the corresponding carrying value of goodwill.
Subsequent to the annual impairment test, the Company undertook a review of its current strategy and determined that there was both a decrease in its future projected income based on the current environment and a need for a new management strategy. For the years ended September 30, 2011 and 2010, there was no impairment charge recognized.  (i) Income Tax  The Company has adopted the provisions of statements of Financial Accounting Standards No. 109, "Accounting for Income Taxes," which incorporates the use of the asset and liability approach of accounting for income taxes. The Company allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.  The Company's income tax expense for years ended September 30, 2011 and 2010 were $43,867 and Nil respectively.   (j) Fair Value of Financial Instruments  The carrying amounts of the Company's cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short maturity of these items. Term debt secured by various properties have interest rates attached to them commensurate with the finance market at the time and management believes approximate fair values in the short as well as the long term. It is currently not practicable to estimate the fair value of the other debt obligations because these note agreements contain unique terms, conditions, covenants and restrictions which were negotiated at arm's length with the  24      Company's lenders, and there is no readily determinable similar instrument on which to base an estimate of fair value. Accordingly, no computation or adjustment to fair value has been determined.  (k) Valuation of Long-Lived Assets  Long-lived tangible assets and definite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company uses an estimate of undiscounted future net cash flows of the assets over the remaining useful lives in determining whether the carrying value of the assets is recoverable. If the carrying values of the assets exceed the expected future cash flows of the assets, the Company recognizes an impairment loss equal to the difference between the carrying values of the assets and their estimated fair values.  Impairment of long-lived assets is assessed at the lowest levels for which there are identifiable cash flows that are independent from other groups of assets. The evaluation of long-lived assets requires the Company to use estimates of future cash flows. However, actual cash flows may differ from the estimated future cash flows used in these impairment tests. As of September 30, 2011, management does not believe any of the Companys assets were impaired.   (l) Revenue Recognition  1) Revenue from invoiced value of goods sold is recognized upon the delivery of goods to customers. Revenue is recognized when all of the following criteria are met:  a) Persuasive evidence of an arrangement exists, b) Delivery has occurred or services have been rendered, c) The seller's price to the buyer is fixed or determinable, and d) Collectibility is reasonably assured.  2) Interest income on loans is recognized using the effective interest method. 3) Service income is recognized when the services are rendered. 4) Rental income is recognized in accordance with the lease terms.   (m) Earnings Per Share  Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the year. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  As of September 30, 2011 and 2010, there were no common share equivalents outstanding.       25      (n) Use of Estimates  The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.   (o) Retirement Benefits  Hong Kong mandates companies to operate a mandatory provident fund scheme, which is available to all employees in Hong Kong. Both the Company and the employees are required to contribute 5% per month of the employees relevant income.  Contributions from the Company are 100% vested in the employees as soon as they are paid to the scheme.  Contributions to the scheme are expensed in the statement of operations as they become payable in accordance with the rules of the scheme.  The assets of the scheme are held separately from those of the Company and managed by independent professional fund managers.  The Company provides no other retirement benefits to its employees.   (p) Comprehensive Income  Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements.  Comprehensive income includes net income and the foreign currency translation gain, net of tax.  (q) Foreign Currency Translation  The accompanying consolidated financial statements are presented in Canadian dollars (CAD$). The functional currency of the Company is the Hong Kong dollar (HK$). Capital accounts of the financial statements are translated into Canadian dollars from HK$ at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rates as of balance sheet date. Income and expenditures are translated at the average exchange rate of the year.  The translation rates are as follows: September 30, 2011September 30, 2010Year end HK$ : CAD$ exchange rate0.1325400.132867Average yearly HK$ : CAD$ exchange rate0.1267830.135645  (r) Discontinued Operations:Unless otherwise indicated, information presented in the notes to the financial statements relates only to the Companys continuing operations. Information related to discontinued operations is included in Note 11 and in some instances, where appropriate, is included as a separate disclosure within the individual footnotes.   26         (r) Recent Accounting Pronouncements  Below is a listing of the most recent accounting standards and their effect on the Company:  In September 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-08, Intangibles  Goodwill and Other (Topic 350). This Accounting Standards Update amends FASB ASC Topic 350. This amendment specifies the change in method for determining the potential impairment of goodwill. It includes examples of circumstances and events that the entity should consider in evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption does not have any material impact on the Companys consolidated financial position and results of operations.  In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income. regarding the presentation of comprehensive income. The new standard requires the presentation of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The new standard also requires presentation of adjustments for items that are reclassified from other comprehensive income to net income in the statement where the components of net income and the components of other comprehensive income are presented. The updated guidance is effective on a retrospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. The adoption of this guidance will not have a material impact on our financial statements.  In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. as additional guidance on fair value measurements that clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles and requires additional disclosures about fair value measurements. The updated guidance is effective on a prospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. The adoption of this guidance will not have a material impact on our financial statements.  In August 2010, the FASB issued ASU 2010-21, "Accounting for Technical Amendments to Various SEC Rules and Schedules".  This Accounting Standards Update amends various SEC paragraphs pursuant to the issuance of Release No. 33-9026; Technical Amendments to Rules, Forms, Schedules and Codifications of Financial Reporting Policies.  Management does not expect this update to have a material effect on the Company's financial statements.  In July 2010, the FASB issued ASU No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.  The main objective of ASU 2010-20 is to provide financial statement users with greater transparency about an entitys allowance for credit losses and the credit quality of its financing receivables. This Update is intended to provide additional information to assist financial statement users in assessing an entitys credit risk exposures and evaluating the adequacy of its allowance for credit losses. The amendments in this ASU affect all entities with financing receivables, excluding short-term trade accounts receivable or receivables measured at fair value or lower of cost or fair value. The effect likely will be less significant for many commercial and  27      industrial entities whose financing receivables are primarily short-term trade accounts receivable. For nonpublic entities, the disclosures are effective for annual reporting periods ending on or after December 15, 2011.  Adopting this statement did not have a material impact on its results of operations, financial position or cash flows at the date of adoption.  A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, management has not determined whether implementation of such proposed standards would be material to the consolidated financial statements of the Company.   NOTE 3 - SEGMENT INFORMATION  The Companys operations, which are presently based in Hong Kong, are comprised of four operating segments: regulated money-lending business, regulated real estate agency business, property investment business and the construction business, with segmentation based upon the similarities of the underlying business operations, products and markets.  The Company evaluates the performance of its operating segments and allocates resources based upon their respective current or future earnings contribution to the consolidated earnings of the Company as well as upon each segments organizational initiatives and activities in process at that time.  The accounting policies of the reportable segments are the same as those described in the summary of accounting policies.  Operations that are not included in any of the operating segments are included in the category corporate and other. The corporate and other segment captures costs that are not directly assignable to one of the operating business segments, primarily the costs of operating a public company and the estimated time of management personnel in support of corporate activities.  The following table presents certain financial information by operating segment as of and for the fiscal year ended September 30:


|                             |  |           |  |     
|---------------------------- |  | --------- |  | ----
|                             |  | 2011      |  | 2010
|                             |  |           |  |     
|Net revenue:                 |  |           |  |     
|Money-lending business       |  | 211,790   |  | N/A 
|Real estate agency business  |  | 53,325    |  | N/A 
|Property investment business |  | 104,596   |  | N/A 
|Construction business        |  | 801,015   |  | N/A 
|Consolidated                 |  | 1,170,726 |  | N/A 
|                             |  |           |  |     
|Operating income (loss):     |  |           |  |     
|Money-lending business       |  | 101,329   |  | N/A 
|Real estate agency business  |  | 33,012    |  | N/A 
|Property investment business |  | (73,435)  |  | N/A 
|Construction business        |  | 88,065    |  | N/A 
|                             |  |           |  |     

NOTE 4 - GOING CONCERN   28      These financial statements have been prepared on a going concern basis, which assume that the Company will continue in operation for the foreseeable future and accordingly will be able to realize its assets and discharge its liabilities in the normal course of operations.   NOTE 5 -  CONCENTRATION OF CREDIT RISK OF ACCOUNTS RECEIVABLES  The Company has no significant off-balance sheet concentration of credit risk such as foreign exchange contracts, options contracts or other foreign currency hedging arrangements. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of accounts receivable. Concentration of credit risk with respect to accounts receivable is limited to a single customer to whom the Company makes substantial sales with a credit period of 60 days. All the balance has been settled. The Company regularly monitors the creditworthiness of this customer and believes that it has adequately provided for exposure to potential credit losses.   NOTE 6 - PLANT AND EQUIPMENT  Leasehold improvement has useful lives of 5 years, whereas all the office and computer equipment have useful lives of 4 years.   NOTE 7 -  ACCOUNTS PAYABLES AND ACCRUED LIABILITIES  The balances represent mainly trade payables and accrued audit fee which are all current.   NOTE 8  INCOME TAX AND DEFERRED TAX LIABILITIES  Corporation Income Tax ("CIT")  In accordance with the relevant tax laws and regulations of Hong Kong, the statutory corporate income tax rates are 16.5% for the years ended September 30, 2011 and 2010.  The provisions for income taxes for each of the two years ended September 30, 2011 and 2010 are summarized as follows:  As of September 30,20112010Current$43,867$-TOTAL$43,867$-  There are no other timing differences between reported book or financial income and income computed for income tax purposes.  Therefore, the Company has made no adjustment for deferred tax assets or liabilities.  NOTE 9  DISPOSAL OF SUBSIDIARIES   29      On March 31, 2011, the Company disposed of all of the capital stock of its wholly-owned subsidiary, Melo Biotechnology Limited, a British Virgin Islands Corporation (Melo), to KL Global Capital Limited (KL) for a consideration of $200,000, plus the assumption by KL of all liabilities of Melo and Melos wholly-owned subsidiary, Melo International Holdings Limited, a British Islands corporation (Melo International).  All other receivables of Melo as of March 31, 2011 shall be assigned to the Company.  The purchase price may be paid either in cash or other equivalent assets with 180 days after the closing under the Stock Purchase Agreement.  Under the terms of the Stock Purchase Agreement, KL is responsible for all bills, invoices, contingent liabilities and commitments incurred by the Company or Melo prior to the closing date under the Stock Purchase Agreement and in association with the closing under the Stock Purchase Agreement.  As of the date of the entry into the Stock Purchase Agreement, and currently, there are no material relationships between the Company or any of its affiliates and KL, other than in respect of the Stock Purchase Agreement.  The Company realized a loss of $72,840 from the sale of this investment.   NOTE 10 - EQUITY  First Preference Stock:  The Company is authorized to issue unlimited number of first preference shares without par value.  As of September 30, 2011 and 2010, there were no shares of preferred stock issued and outstanding.  Common Stock:  On February 23, 2011, the Company issued a total of 18,000,000 shares of its restricted common stock to First Asia Strategy Limited, a Marshall Islands corporation, (FASL) which is the sole shareholder of Vagas Lane Limited, a Marshall Islands corporation (Vagas), in exchange for the transfer by FASL of all of the issued and outstanding common stock of Vagas to the Company, thereby making Vagas a wholly-owned subsidiary of the Company.  On February 28, 2011, the Company issued a total of 10,283,000 restricted shares of the Companys common stock, valued at a price of US$0.50 per share (approximately HK$40,000,000) as partial  payment for the acquisition of the outstanding capital stock of Galaxy Garment Limited.  On March 22, 2011, the Company sold 1,444,516 shares of restricted common stock at $0.50 per share in a private placement for proceeds of $722,258.  On April 15, 2011, the Company sold 1,052,431 shares of restricted common stock at $0.50 per share in a private placement for proceeds of $526,215.  On April 21, 2011, the Company sold 2,203,010 shares of restricted common stock at $0.50 per share in a private placement for proceeds of $1,101,505.  On April 29, 2011, the Company sold 1,454,938 shares of restricted common stock at $0.50 per share in a private placement for proceeds of $727,469.   30      On May 16, 2011, the Company sold 1,005,605 shares of restricted common stock at $0.50 per share in a private placement for proceeds of $502,802.  On June 3, 2011, the Company sold 224,950 shares of restricted common stock at $0.50 per share in a private placement for proceeds of $112,475.   NOTE 11. Discontinued Operations  On 31 March 2011, we completed the sale of all of our shareholdings in Melo Technology Limited and Melo International Holdings Limited (Melo Operations). Accordingly, the Melo Operations have been classified as discontinued operations in the consolidated statements of operations.  In accordance with guidance contained in FASB ASC 360-10, the results of operations for the Melo Operations have been excluded from continuing operations and reported as discontinued operations.     31      ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING  AND FINANCIAL DISCLOSURE  We have had no changes in or disagreements with our accountants required to be disclosed pursuant to Item 304 of Regulation S-K.   ITEM 9A(T). CONTROLS AND PROCEDURES  Disclosure Controls and Procedures  The Securities and Exchange Commission defines the term disclosure controls and procedures to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuers management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to chief executive and chief financial officers to allow timely decisions regarding disclosure.  As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified.  Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.  Internal Control Over Financial Reporting  The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this Annual Report on Form 10-K. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America. The management of the Company also is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company's internal control over financial reporting is defined as 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 generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance  32     with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.  Management, including the chief executive officer and chief financial officer, does not expect that the Company's disclosure controls and internal controls will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.  With the participation of the chief executive officer and chief financial officer, our management evaluated the effectiveness of the Company's internal control over financial reporting as of September 30, 2011 based upon the framework in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management has concluded that, as of September 30, 2011, the Company's internal control over financial reporting was effective.  This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report on Form 10-K.  There were no changes in the Company's internal control over financial reporting that occurred during the last fiscal quarter, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.   ITEM 9B. OTHER INFORMATION  None.  PART III    ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE   Directors and Executive Officers  The following table sets forth the names and ages of our current officers and directors.  All directors hold office until the next annual meeting of shareholders of the Company and until their successors are elected and qualified.  Officers hold office until the first meeting of directors following the annual meeting of shareholders and until their successors are elected and qualified, subject to earlier removal by the Board of Directors.  The directors and executive officers currently serving the Company are:


|                    |     |                                             |                 
|------------------- | --- | ------------------------------------------- | ----------------
|Name                | Age | Position                                    | Tenure          
|                    |     |                                             |                 
|Luk Lai Ching Kimmy | 47  | Director, Chairman, Chief Financial Officer | Since April 2011
|Tommy Chan          | 43  | Director                                    | Since Sept 2006 

33     Biographical Information  Ms. Luk Lai Ching Kimmy.Ms. Luk Lai Ching Kimmy, age 47, is a director of the Company.  In addition to serving as a director of the Company, she also serves as the executive director of First Asia Strategy Limited, a company whose principal business operations are focused on investment holding.  Ms. Luk Lai Ching Kimmy has over 10 years of experience in marketing and promoting real estate projects in Hong Kong.  She was appointed to the Board of Directors of the Company for her significant experience in the Hong Kong real estate industry. From April 2004 to present, Ms. Luk has been the Vice President of Royal Tactics Consultancy Limited which is located in Hong Kong and is principally engaged in provision of consultancy services in relation to real estate projects. As Vice President of Royal Tactics Consultancy Limited, Ms. Luk was responsible for promoting the implementation and completion of real estate projects in Hong Kong and South East Asia.   Tommy Chan.  Tommy Chan is 43 years old.  Mr. Chan has been a director of the Company since September 2006.   In addition to his work as a director of the Company, Mr. Chan is an accountant and currently works as Director of Finance and Human Resources in a not-for-profit organization in Canada. Mr. Chan has worked in the finance and accounting industry for 15 years. He was previously employed with two start-up telecommunication companies and was the Financial Controller for one of them. At these companies, Mr. Chan was responsible for developing the accounting, finance and human resource departments. Before joining the telecommunications industry, he was responsible for the successful listing of a manufacturing company on the Singapore Stock Exchange and for overseeing that company's China and Hong Kong financial control duties.  Family Relationships  There are no family relationships between any of the current directors or officers of the Company.  Involvement in Certain Legal Proceedings  To the best of its knowledge, the Companys directors and executive officers were not involved in any legal proceedings during the last ten years as described in Item 401(f) of Regulation S-K.  Directorships  None of the Companys executive officers or directors is a director of any company with a class of equity securities registered pursuant to Section 12 of the Securities exchange Act of 1934 (the Exchange Act) or subject to the requirements of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.  Compliance with Section 16(a) of the Exchange Act  Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership of Form 3 and changes in ownership on Form 4 or Form 5 with the Securities and Exchange Commission.  Such officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.  Based solely upon a review of the forms submitted to the Company with respect to its most recent fiscal year, the Company believes that Form 3 Initial Statements of Beneficial Ownership for Luk Lai Ching Kimmy, Tommy Chan have not been filed as required.   34     Code of Ethics  The Company has not yet adopted a code of ethics.  The Company intends to adopt a code of ethics in the near future.  ITEM 11. EXECUTIVE COMPENSATION  Executive Compensation  The following table sets forth executive compensation for fiscal years ended September 30, 2011 and 2010. We have not paid any salaries or bonuses to any of our officers from our inception through the date hereof. We refer to all of these officers collectively as our "named executive officers."  Summary Compensation Table


|                                                          |           |          |       |          |          |              |               |              |         
|--------------------------------------------------------- | --------- | -------- | ----- | -------- | -------- | ------------ | ------------- | ------------ | --------
|                                                          |           |          |       |          |          |              | Change in     |              |         
|                                                          |           |          |       |          |          |              | Pension       |              |         
|                                                          |           |          |       |          |          | Non-Equity   | Value and     |              |         
|                                                          |           |          |       |          |          | Incentive    | Non-qualified |              |         
|                                                          |           |          |       | Stock    | Option   | Plan         | Compensation  | All other    |         
|Name and                                                  |           | Salary   | Bonus | Award(s) | Award(s) | Compensation | Earnings      | Compensation | Total   
|Principal Position                                        | Year      | ($)      | ($)   | ($)      | ($)      | (#)          | ($)           | ($)          | ($)     
|                                                          |           |          |       |          |          |              |               |              |         
|Luk Lai Ching  Kimmy
Chairman and Chief Financial Officer | 2011
2010 | $0.00
-- | --
-- | --
--    | --
--    | --
--        | --
--         | --
--        | $0.00
--

Employment Agreements  As of the date of the filing of this Form 10-K, we have no written employment agreements with our officers and directors.  Compensation was determined after discussion about expected time commitments, remuneration paid by comparable organizations and the flexibility provided to the Company by not having extended terms and other terms typical of employment agreements.  We have no plans or packages providing for compensation of officers after resignation or retirement.  Director Compensation  We do not currently compensate our directors for their services as directors. Directors are reimbursed for their reasonable out-of-pocket expenses incurred with attending board or committee meetings.  The following table provides summary information concerning compensation awarded to, earned by, or paid to any of our directors for all services rendered to the Company in all capacities for the fiscal year ended September 30, 2011.


|                    |         |          |          |              |               |              |      
|------------------- | ------- | -------- | -------- | ------------ | ------------- | ------------ | -----
|                    |         |          |          |              | Change in     |              |      
|                    | Fees    |          |          |              | Pension       |              |      
|                    | Earned  |          |          | Non-Equity   | Value and     |              |      
|                    | And     |          |          | Incentive    | Non-qualified |              |      
|                    | Paid in | Stock    | Option   | Plan         | Compensation  | All other    |      
|Name and            | Cash    | Award(s) | Award(s) | Compensation | Earnings      | Compensation | Total
|Principal Position  | ($)     | ($)      | ($)      | (#)          | ($)           | ($)          | ($)  
|                    |         |          |          |              |               |              |      
|Luk Lai Ching
Kimmy | $0.00   | --       | --       | --           | --            | --           | $0.00
|Tommy Chan          | $0.00   | --       | --       | --           | --            | --           | $0.00
|                    |         |          |          |              |               |              |      

35


| |  |  |  |  |  |  | 
| |  |  |  |  |  |  | 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND  MANAGEMENT AND RELATED STOCKHOLDERS MATTERS  Security Ownership of Management and Certain Beneficial Owners  The following table sets forth, as of September 30, 2011, certain information with respect to the common stock beneficially owned by (i) each Director and executive officer of the Company; (ii) each person who owns beneficially more than 5% of the common stock; and (iii) all Directors and executive officers as a group:


|                |                                                                                                                                      |                                            |                    
|--------------- | ------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | -------------------
|Title and Class | Name and Address 
of Beneficial Owner                                                                                                | Amount and Nature 
of Beneficial Ownership | Percent of Class(2)
|Common          | Luk Lai Ching Kimmy (1)
Director, Chairman and Chief Financial Officer
14/F, 6 Knutsford Terrace, \
Tsim Sha Tsui, Kowloon
Hong Kong | 0                                          | 0%                 
|Common          | Tommy Chan (1)
Director
Room A, 1/F, Tontex Building,
2 Sheung Hei Street, Kowloon,
Hong Kong                                        | 0                                          | 0.0%               
|Common          | Huge Team Investments Limited
Room A, 1/F, Tontex Building,
2 Sheung Hei Street,
Kowloon, Hong Kong                                  | 13,000,000                                 | 22.2%              
|Common          | All Directors and executive officers                                                                                                 | 0                                          | 0%                 

(1) The person listed is currently an officer, a director, or both, of the Company. (2) Based upon 59,032,584 shares issued and outstanding   ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE  Certain Relationships and Related Transactions  There were no material transactions, or series of similar transactions, during our Companys last fiscal year, or any currently proposed transactions, or series of similar transactions, to which our Company was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of the small business issuers total assets at year-end for the last three completed fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than five percent of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.   36     Director Independence  The NASDAQ Stock Market has instituted director independence guidelines that have been adopted by the Securities & Exchange Commission.  These guidelines provide that a director is deemed independent only if the board of directors affirmatively determines that the director has no relationship with the company which, in the boards opinion, would interfere with the directors exercise of independent judgment in carrying out his or her responsibilities.  Significant stock ownership will not, by itself, preclude a board finding of independence.  For NASDAQ Stock Market listed companies, the director independence rules list six types of disqualifying relationships that preclude an independence filing.  The Companys board of directors may not find independent a director who:  1. is an employee of the company or any parent or subsidiary of the company;  2. accepts, or who has a family member who accepts, more than $60,000 per year in payments from the company or any parent or subsidiary of the company other than (a) payments from board or committee services; (b) payments arising solely from investments in the companys securities; (c) compensation paid to a family member who is a non-executive employee of the company (d) benefits under a tax qualified retirement plan or non-discretionary compensation; or (e) loans to directors and executive officers permitted under Section 13(k) of the Exchange Act;  3. is a family member of an individual who is employed as an executive officer by the company or any parent or subsidiary of the company;  4. is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services that exceed 5% of the recipients consolidated gross revenues for that year, or $200,000, whichever is more, other than (a) payments arising solely from investments in the companys securities or (b) payments under non-discretionary charitable contribution matching programs;  5. is employed, or who has a family member who is employed, as an executive officer of another company whose compensation committee includes any executive officer of the listed company; or  6. is, or has a family member who is, a current partner of the companys outside auditor, or was a partner or employee of the companys outside auditor who worked on the companys audit.  Based upon the foregoing criteria, our Board of Directors has determined that Luk Lai Ching Kimmy is not an independent director under these rules because he also serves as the Companys as CEO, President, CFO and Treasurer.   ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES  Audit-Related Fees  (1) The aggregate fees billed by JTC Fair Song CPA Firm for audit of the Company's annual financial statements were US$30,000 for the fiscal year ended September 30, 2011, and US$8,000 for the fiscal year ended September 30, 2010.  37     Audit Related Fees  (2) JTC Fair Song CPA did not bill the Company any amounts for assurance and related services that were related to its audit or review of the Companys financial statements during the fiscal years ended 2011 and 2010. Tax Fees(3) The aggregate fees billed by JTC Fair Song CPA for tax compliance, tax advice and tax planning were $0 for the fiscal year ended September 30, 2011 and $0 for the fiscal year ended September 30, 2010. All Other FeesNone Audit Committees pre-approval policies and procedures.  We do not have an audit committee.  PART IV   ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES  3.0 Articles of Incorporation of MIAD Systems Ltd.* 3.1 Articles of Amendment of Articles of Incorporation* 3.2 Bylaws* 10.2 Employment Agreement for Michael Green dated October 1, 1999* 10.3 Renewal Employment Agreement for Michael Green dated October 2, 2006* 31.1     Certification pursuant to Rule 13a-15(a) or 15d-15(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.** 31.2     Certification pursuant to Rule 13a-15(a) or 15d-15(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.** 32.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 32.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**  *     Filed as an exhibit to Form 10-SB filed with the SEC on July 10, 2001, and herein incorporated by reference. **Filed herewith.  SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  FIRST ASIA HOLDINGS LIMITED   38      By:  Luk Lai Ching Kimmy Chairman  Date: January 13, 2012  Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.   By:  Luk Lai Ching Kimmy Chief Executive Officer, Chief Financial Officer, Director  Date: January 13, 2012    39