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EX-32 - SOX SECTION 906 CERTIFICATION OF THE CEO - ASIA PACIFIC BOILER Corpexhibit321.htm
EX-31 - SOX SECTION 302(A) CERTIFICATION OF THE CEO - ASIA PACIFIC BOILER Corpexhibit311.htm
EXCEL - IDEA: XBRL DOCUMENT - ASIA PACIFIC BOILER CorpFinancial_Report.xls

                                         

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X]

QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED September 30, 2012

 

OR

 

[   ]

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

 

Commission file number 333-176312


PANAMA DREAMING INC.

(Exact name of Registrant as specified in its charter)

 

NEVADA

(State or other jurisdiction of incorporation)

 

Unit 10 & 11, 26th Floor, Lippo Centre Tower 2

89 Admiralty, Hong Kong

 (Address of principal executive offices)

 

(852) 3875 3362
(Registrant's telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days.
YES [X] NO [   ]

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

      Large accelerated filer   [   ]        

Accelerated filer   [   ]

   Non-accelerated filer     [   ]    

Smaller reporting company [X]

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

Indicate 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 (Section 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 [   ]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 7,950,000  as of November 1, 2012

 


 

 

  

PART I – FINANCIAL INFORMATION

ITEM 1.         FINANCIAL STATEMENTS


Panama Dreaming Inc.
(An Exploration Stage Company)

September 30, 2012

 

 

 

 

 

 

 

 

 

 

3


 

 

PANAMA DREAMING INC.

(An Exploration Stage Company)

BALANCE SHEETS

(Unaudited)

 

 

September 30,

2012

 

June 30,

2012

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash

$

3,626

$

13,862

TOTAL ASSETS

$

3,626

$

13,862

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable

$

-

$

660

 

Advanced from Related Party

 

7,000

 

7,000

TOTAL LIABILITIES

 

7,000

 

7,660

 

 

 

 

 

Stockholders’ Equity (Deficit)

 

 

 

 

 

Preferred stock, 100,000,000 shares authorized, $0.00001 par value; 0 shares issued and outstanding

 

-

 

 

-


Common Stock, $0.00001 par value, 100,000,000 shares authorized, 7,950,000 and 5,000,000 shares issued and outstanding, respectively.

 

80

 

80

 

Additional paid in capital

 

49,420

 

49,420

 

Deficit accumulated during the development stage

 

(52,874)

 

(43,298)

 

 

 

 

 

 

Total Stockholders’ Equity (Deficit)

 

(3,374)

 

6,202

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

3,626

$

13,862

 

 

 

 

The accompanying notes are an integral part of these interim unaudited financial statements.
F-1

 

4


 

 

PANAMA DREAMING INC.

(An Exploration Stage Company)

Statement of Expenses

(Unaudited)

 

 

Three Months Ended

September 30

 

For the period

From

June 23, 2011

Through

   

2012

 

2011

 

September 30, 2012

             

COSTS AND EXPENSES

           

 

 

 

 

 

 

 

 

Consulting fees

 $

4,555

 $

4,240

 $

25,569

 

Legal & accounting

 

4,900

 

9,000

 

18,400

 

General & administrative

 

121

 

915

 

8,905

 

 

 

 

 

 

 

NET LOSS

$

( 9,576)

$

(14,155)

$

(52,874)

 

 

 

 

 

 

 

NET LOSS PER COMMON SHARE -

 

 

 

 

 

 

 

BASIC AND DILUTED

$

(0.00)

$

(0.00)

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE

 

 

 

 

 

 

 

COMMON SHARES OUTSTANDING- BASIC AND DILUTED

 

7,950,000

 

5,000,000

 

 

 

 

             

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these interim unaudited financial statements.
F-2

5


 

PANAMA DREAMING INC.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(unaudited)

 

 

Three Months Ended
September 30,

 

Inception

(June 23, 2011) Through

September 30,

 

 

2012

 

2011

 

2012

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

$

 ( 9,576)

$

(14,153)

$

(52,874)

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts Payable

 

(660)

 

-

 

-

NET CASH USED IN OPERATING ACTIVITIES

 

(10,236)

 

(14,153)

 

(52,874)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from sales of common stock

 

-

 

20,000

 

49,500

Related party payables

 

-

 

-

 

7,000

NET CASH PROVIDED BY FINANCING

ACTIVITIES

 

 

-

 

20,000

 

56,500

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

(10,236)

 

5,847

 

3,626

CASH AT BEGINNING OF PERIOD

 

13,862

 

-

 

-

 

 

 

 

 

 

 

CASH AT END OF PERIOD

$

3,626

$

5,847

$

3,626

 

 

 

 

 

 

 

SUPPLEMENTAL CASHFLOW DISCLOUSERS

 

 

 

 

 

 

Interest Paid

-

 

-

 

-

Income Taxes Paid

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

                                              

 

 

 

 

 

The accompanying notes are an integral part of these interim unaudited financial statements.
F-3

6


 

PANAMA DREAMING INC.

(A Development Stage Company)

Notes to the Unaudited Financial Statements

NOTE 1.         BASIS OF PRESENTATION

 

The accompanying unaudited interim financial statements of Panama Dreaming Inc. (“Panama Dreaming” or “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commissions, and should be read in conjunction with the audited financial statements and notes thereto contained in Panama Dreaming’s Registration Statement filed with the SEC on Form S-1.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosures required in Panama Dreaming’s fiscal 2012 financial statements have been omitted.

 

NOTE 2.         GOING CONCERN

 

These financial statements have been prepared on a going concern basis, which implies Panama Dreaming will continue to meet its obligations and continue its operations for the next fiscal year. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Panama Dreaming be unable to continue as a going concern. As of September 30, 2012, Panama Dreaming has not generated revenues and has accumulated losses of $52,874 since inception. The continuation of Panama Dreaming as a going concern is dependent upon the continued financial support from its shareholders, the ability of Panama Dreaming to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Panama Dreaming’s ability to continue as a going concern.

 

NOTE 3.        RELATED PARTY TRANSACTIONS         

 

On April 18, 2012, The Company’s previous president and sole director Miguel Miranda loaned the Company an additional $7,000 to cover the costs of this reporting period. The loan is non-interest bearing, and payable on demand.

 

NOTE 4.        SUBSEQUENT EVENTS

 

As of October 18, 2012, the Company had repaid its previous president Miguel Miranda, $3,500 for advances he made to the Company.

 

 

 

 

F-4

 

7

 


 

ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

 

Plan of Operation

 

We are a development stage corporation and have not started operations or generated or realized any revenues from our business operations.

 

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we complete the development of our website, build a client base, and generate revenue from our services. We believe the technical aspects of our website will be sufficiently developed to use for our operations 90 days from the completion of our offering. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our company. We must raise cash to implement our project and begin our operations. We will not begin operations until we raise money from our public offering.

 

To meet our need for cash we have raised money through our initial public offering in May 2012. We believe that from the funds raised in the offering, we will be able to operate for the next 12 months. If we are unable to successfully negotiate strategic alliances with purveyors of services to enable us to offer these services to our clients, or if we are unable to attract enough clients to utilize our services, we may quickly use up the proceeds from the minimum amount of money from the offering and will need to find alternative sources, like a second public offering, a private placement of securities, or loans from our officer or others in order for us to maintain our operations. At the present time, we have not made any arrangements to raise additional cash, other than through our initial public offering.

 

If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. We believe the funds raised from our initial offering will last a year but with limited funds available to develop growth strategy.  Other than as described in this paragraph, we have no other financing plans.

 

From the funds raised, we believe we can satisfy our cash requirements during the next 12 months. We will not be conducting any product research or development. We do not expect to purchase or sell plant or significant equipment. Further we do not expect significant changes in the number of employees.

 

 

8


 

Since the completion of our public offering, our specific goal is to profitably sell our advisory services. We intend to accomplish the foregoing through the following milestones:

 

1.     

We have begun to establish our office and acquire the equipment we need to begin operations. Our president has agreed to allow us to use his office space rent-free. We do not intend to hire employees. Our sole officer and director will handle our administrative duties. A detailed breakdown of the cost of operating our office is set forth in the Use of Proceeds section of our Prospectus included in our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 15, 2011, which is incorporated by reference herein.

 

2.     

We intend to hire a web designer to begin development of the website. Locating a website designer and developing our website should take approximately 30- 60 days. The negotiation of additional alliances with service providers and the development of the website will be ongoing during the life of our operations. As we locate customers and as our customer database expands, we will have to be continually upgrading the website. This promotion will be ongoing through the life of our operations.

 

3.     

We intend to promote our services through traditional sources such as real estate publications, letters, emails, flyers and mailers. We also intend to attend additional real estate related conferences. We intend to promote our services to corporations and to individuals who want to invest in Panamanian real estate and to Panamanian real estate agents. Initially we will aggressively court contacts provided by our president, John Gong. We believe that it will cost a minimum of $1,000 for our marketing campaign. Marketing is an ongoing matter that will continue during the life of our operations.

 

4.     

Within 120-180 days from the initial launch of our marketing program, we believe that we will begin generating fees from our advisory services.

 

In summary, we should implement our business plan and expect to be engaging clients within 90-120 days since completing our offering. We estimate that we will generate revenue 120 to 180 days after beginning operations.

 

Limited operating history; need for additional capital

 

There is limited historical financial information about us upon which to base an evaluation of our performance. We are in development stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services.

 

We are seeking equity financing to provide for the capital required to implement our operations.

 

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

 

 

9


 

Results of operations

 

From Inception on June 23, 2011 to September 30, 2012

 

Since inception, we incorporated the company, hired the attorney, and hired the auditor for the preparation of our Form S-1 registration statement. We have prepared an internal business plan. We have reserved a domain name at www.panamadreaminginc.com. Our loss since inception is $52,874.

 

            Since inception, we sold 5,000,000 shares of common stock to our sole officer and director in consideration of $20,000.

 

            On May 30, 2012, we completed the sale of 2,950,000 share of common stock at $0.01 per share for total consideration of $29,500.

 

Liquidity and capital resources

 

As of the date of this report, we have yet to generate any revenues from our business operations. On May 30, 2012, we completed our public offering by selling 2,950,000 shares of our common stock and raising a total of $29,500.

 

We issued 5,000,000 shares of common stock to our sole officer and director pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933. The purchase price of the shares was $20,000. This was accounted for as an acquisition of shares.

 

As of September 30, 2012, our total assets were $3,626 and our total liabilities were $7,000.

 

            As of September 30, 2012, our previous president, Miguel Miranda loaned the Company a total of $7,000 to cover expenses associated with this reporting period. The loan is non interest bearing, and payable on demand.

 

As of October 18, 2012, the Company had repaid its previous president Miguel Miranda, $3,500 for advances he made to the company.

 

            On June 15, 2011, we executed a consulting agreement whereby we agreed to pay Executive Consulting Services, (ECS) Group $1,000 per month for the next year.  ECS provides administrative support for the day-to-day operations of the Company. Administrative duties include maintaining compliance with regulatory agencies such as Nevada Secretary of State and the Securities and Exchange Commission, maintaining the Corporate Minute Book, is the Company’s bookkeeper, and is an EDGAR/IDEA filing service. Additionally, ECS acts as liaison between the Company’s president and auditor, legal counsel, transfer agent, registered agent and the SEC.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

10


 

Critical Accounting Policies

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles 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 could differ from those estimates.

 

Basic and Diluted Earnings (Loss) Per Share

 

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the three month period ended September 30, 2012, there were no potentially dilutive securities outstanding.

 

Cash and Cash Equivalents

 

Our company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of the three month period ended September 30, 2012, there were no cash equivalents.

 

Development Stage Company

 

Our company complies with Statement of Financial Accounting Standard ASC 915-15 and the Securities and Exchange Commission Exchange Act 7 for its characterization of our company as development stage.

 

Income Taxes

 

Our company accounts for income taxes under the Financial Accounting Standards Board of Financial Accounting Standard ASC 740, "Accounting for Income Taxes." Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. There was no current or deferred income tax expense or benefits for the three month periods ending September 30, 2012 and 2011.

 

Recently Issued Accounting Pronouncements

 

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.  

 

11


 

ITEM 3.         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

            We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and as defined by Rule 229.10(f)(1) of Regulation S-K, and are not required to provide the information under this item.

ITEM 4.                     CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

            We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were not effective as of the end of the period covered by this report due to the lack of adequate segregation of duties and the absence of an audit committee.

 

Changes in Internal Control Over Financial Reporting

 

            There were no changes in our internal control over financial reporting during our last fiscal quarter that materially affected, or are reasonably likely to affect, our internal control over financial reporting.


 

PART II. OTHER INFORMATION

 

ITEM 1.         LEGAL PROCEEDINGS.

 

              We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

ITEM 1A.      RISK FACTORS

 

            We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and as defined by Rule 229.10(f)(1) of Regulation S-K, and are not required to provide the information under this item.

 

12


 

ITEM 2.         UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

            On February 10, 2012, our Form S-1 registration statement (SEC file no. 333-176312) was declared effective by the SEC. Pursuant to the Form S-1, we offered 2,500,000 shares minimum, 5,000,000 shares maximum at an offering price of $0.01 per share in a direct public offering, without any involvement of underwriters or broker-dealers. As of  May 30, 2012, we sold 2,950,000 share of common stock at $0.01 per share for total consideration of $29,500.

 

ITEM 3.         DEFAULTS UPON SENIOR SECURITIES

 

            None. 

 

ITEM 4.         MINE SAFETY DISCLOSURES

 

            Not applicable.

ITEM 5.         OTHER INFORMATION

Effective September 24, 2012, Miguel Miranda resigned as president, secretary, treasurer and a director of our company.  The resignation was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise. 

            Concurrently with Mr. Miranda’s resignation, we appointed John Gong, as president, chief executive officer, chief financial officer, secretary, treasurer and a director of our company, effective September 24, 2012.

 

 

 

 

 

 

 

 

 

 

 

 

 

13


 

ITEM 6.     EXHIBITS.

The following documents are included herein:

 

 

Incorporated by reference

 

Exhibit

Document Description

Form

Date

Number

Filed herewith

           
           

3.1

Articles of Incorporation.

S-1

8/15/11

3.1

 

 

 

 

 

 

 

3.2

Bylaws.

S-1

8/15/11

3.2

 

 

 

 

 

 

 

4.1

Specimen Stock Certificate.

S-1

8/15/11

4.1

 

 

 

 

 

 

 

10.1

Consulting Agreement.

S-1

8/15/11

10.1

 

 

 

 

 

 

 

31.1*

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

 

 

 

 

 

 

32.1*

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

 

 

 

 

 

 

99.1

Subscription Agreement

S-1

8/15/11

99.1

 

 

 

 

 

 

101**

INTERACTIVE DATA FILES

 

 

 

 

 

101.INS – XBRL Instance Document

 

 

 

 

 

101.SCH - XBRL Taxonomy Schema

 

 

 

 

 

101.CAL - XBRL Taxonomy Calculation Linkbase

 

 

 

 

 

101.DEF - XBRL Taxonomy Definition Linkbase

 

 

 

 

 

101.LAB - XBRL Taxonomy Label Linkbase

 

 

 

 

 

101.PRE - XBRL Taxonomy Presentation Linkbase

 

 

 

 

 

*  

Filed herewith.

 

 

**  

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

             

 

14


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 1st day of November, 2012 at Panama City, Panama

 

PANAMA DREAMING INC.

(Registrant)

     

BY:

/s/ JOHN GONG

 

 

John Gong

 

 

President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director (Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15