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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
EX-31 - SOX SECTION 302(A) CERTIFICATION OF THE CFO - ASIA PACIFIC BOILER Corpexhibit312.htm
EX-32 - SOX SECTION 906 CERTIFICATION OF THE CFO - ASIA PACIFIC BOILER Corpexhibit322.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549

Form 10-Q
 

(Mark One)

[X]

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

For the quarterly period ended

December 31, 2012

 

or

[  ]

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

For the transition period from

 

to

 

Commission File Number

333-176312

ASIA PACIFIC BOILER CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

 

N/A

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

Unit 10 & 11, 26th Floor, Lippo Centre, Tower 2, 89 Queensway Admiralty, Hong Kong

N/A

(Address of principal executive offices)

(Zip Code)

+852-3875-3362

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X]

YES

[  ]

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).  

 

[X]

YES

[  ]

NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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

 

[X]

YES

[ ]

NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

 

[  ]

YES

[  ]

NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

31,800,000 common shares issued and outstanding as of February 5, 2013.

                                         

 

 

PART I – FINANCIAL INFORMATION

Item 1.       Financial Statements
 

Our unaudited interim financial statements for the three and six month periods ended December 31, 2012 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

 

 

 

 

 

3


 

Asia Pacific Boiler Corp.

(fka Panama Dreaming Inc.)
(An Exploration Stage Company)
BALANCE SHEETS
(Unaudited)

 

 

December 31,
2012

 

June 30,
2012

ASSETS

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash

$

-

$

13,862

TOTAL ASSETS

$

-

$

13,862

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable

$

46

$

660

 

Advanced from Related Party

 

16,723

 

7,000

TOTAL LIABILITIES

 

16,769

 

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, 400,000,000 shares authorized, 31,800,000 shares issued and outstanding.

 

318

 

318

 

 

Additional paid in capital

 

49,182

 

49,182

 

Deficit accumulated during the development stage

 

(66,269)

 

(43,298)

 

 

 

 

 

 

Total Stockholders’ Equity (Deficit)

 

(16,769)

 

6,202

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

-

$

13,862

 

 

 

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

F-1

 

 

Asia Pacific Boiler Corp.

(fka Panama Dreaming Inc.)

(An Exploration Stage Company)

Statement of Expenses

(Unaudited)

 

Three Months Ended

December 31

Six Months Ended

December 31

 

For the period

From

June 23, 2011

(Inception)

Through

2012

2011

2012

2011

 

December 31, 2012

COSTS AND EXPENSES

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consulting fees

 $

5,010

 $

6,035

$

9,565

 $

10,275

$

30,579

 

Legal & accounting

 

7,538

 

1,500

 

12,438

 

10,500

 

25,938

 

General & administrative

 

847

 

711

 

968

 

1,624

 

9,752

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

$

(13,395)

$

(8,246)

$

(22,971)

$

(22,399)

$

(66,269)

 

 

 

 

 

 

 

 

 

 

 

NET LOSS PER COMMON SHARE -

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED

$

(0.00)

$

(0.00)

$

(0.00)

 

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE

 

 

 

 

 

 

 

 

 

 

 

COMMON SHARES OUTSTANDING- BASIC AND DILUTED

 

31,800,000

 

20,000,000

 

31,800,000

 

20,000,000

 

 

 

                         

 

 

 

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

 

F-2


 

Asia Pacific Boiler Corp.

(fka Panama Dreaming Inc.)

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(unaudited)

 

 

Six Months Ended

December 31,

 

Inception

(June 23, 2011) Through

December 31,

 

 

2012

 

2011

 

2012

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

$

(22,971)

$

(22,399)

$

(66,269)

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts Payable

 

(614)

 

3,860

 

46

NET CASH USED IN OPERATING ACTIVITIES

 

(23,585)

 

(18,539)

 

(66,223)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from sales of common stock

 

-

 

20,000

 

49,500

Repayments on related party payables

 

(3,500)

 

- 

 

(3,500)

Related party payables

 

13,223

 

 

20,223

NET CASH PROVIDED BY FINANCING

ACTIVITIES

 

 

9,723

 

20,000

 

66,223

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

(13,862)

 

1,461

 

-

CASH AT BEGINNING OF PERIOD

 

13,862

 

-

 

-

 

 

 

 

 

 

 

CASH AT END OF PERIOD

$

-

$

1,461

$

-

 

 

 

 

 

 

 

SUPPLEMENTAL CASHFLOW DISCLOSURES

 

 

 

 

 

 

Interest Paid

-

 

-

 

-

Income Taxes Paid

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

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

 

F-3


 

Asia Pacific Boiler Corp.
(fka 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 Asia Pacific Boiler Corp. (fka Panama Dreaming Inc.) (“Asia Pacific” or the “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 the Company’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 the Company’s fiscal 2012 financial statements have been omitted.

On November 5, 2012, the Company filed Articles of Merger with the Nevada Secretary of State to change our name from “Panama Dreaming Inc.” to “Asia Pacific Boiler Corporation”, to be effected by way of a merger with our wholly-owned subsidiary Asia Pacific Boiler Corporation, which was created solely for the name change.

NOTE 2.  SUMMARY OF SIGNIFICANT 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 six month period ended December 31, 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 six month period ended December 31, 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 six month periods ending December 31, 2012 and 2011.

 


F-4


 

NOTE 3.               GOING CONCERN

These financial statements have been prepared on a going concern basis, which implies Asia Pacific 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 Asian Pacific be unable to continue as a going concern. As of December 31, 2012, Asia Pacific has not generated revenues and has accumulated losses of $66,269 since inception. The continuation of Asia Pacific as a going concern is dependent upon the continued financial support from its shareholders, the ability of Asia Pacific to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Asia Pacific’s ability to continue as a going concern.

NOTE 4.  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.

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

As of December 31, 2012, the Company’s previous president and current sole director John Gong loaned the Company $13,223 to cover expenses related to this report. The loan is non-interest bearing, and payable on demand.

NOTE 5. EQUITY

On November 5, 2012, we filed a Certificate of Change with the Nevada Secretary of State to increase our authorized capital from 100,000,000 common shares to 400,000,000 common shares. On the same date, we effected a forward split of our authorized, issued and outstanding shares of common stock on a four for one (4:1) basis.

 

 

 

F-5


 

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS


This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

 

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

 

As used in this quarterly report, the terms “we”, “us”, “our”, and “our company” mean Asia Pacific Boiler Corporation, unless otherwise indicated.

 

Corporate History

 

We were incorporated in Nevada on June 23, 2011, to engage in the business of real estate investment consulting with respect to properties located in Panama. We have not started operations. We have not generated revenues from operations, but must be considered a development stage business. Our statutory registered agent in Nevada is National Registered Agents Inc. of Nevada located at 1000 East William Street, Suite 204, Carson City, Nevada 89701. Our business office is located at Unit 10 & 11, 26th Floor, Lippo Centre, Tower 2, 89 Queensway  Admiralty, Hong Kong.

   

We have not begun operations.  Our plan of operation is forward looking and there is no assurance that we will ever begin operations.  Our prospects for profitability are not favorable if you consider numerous Internet-based companies have failed to achieve profits with similar plans.

 

On November 5, 2012, we filed Articles of Merger with the Nevada Secretary of State to change our name from “Panama Dreaming Inc.” to “Asia Pacific Boiler Corporation”, to be effected by way of a merger with our wholly-owned subsidiary Asia Pacific Boiler Corporation, which was created solely for the name change.

 

Also on November 5, 2012, we filed a Certificate of Change with the Nevada Secretary of State to give effect to a forward split of our authorized, issued and outstanding shares of common stock on a 4 new for 1 old basis and, consequently, our authorized capital shall increase from 100,000,000 to 400,000,000 shares of common stock and our issued and outstanding shares of common stock shall increase from 7,950,000 to 31,800,000, all with a par value of $0.00001.  Our preferred remained the same.

 

The forward split and name change became effective with the Over-the-Counter Bulletin Board at the opening of trading on November 9, 2012. Our CUSIP number is 04521K 107.

 

9


 


Our Current Business

 

On July 1, 2011, we entered into a consulting agreement with Executive Consulting Services, (ECS) Group whereby we agreed to pay ECS $1,000 per month for a one year period.  ECS provides administrative support for the day-to-day operations of our company. Administrative duties include maintaining compliance with regulatory agencies such as Nevada Secretary of State and the Securities and Exchange Commission, maintaining our corporate minute book, bookkeeping services and acts as our company’s EDGAR/IDEA filing agent. Additionally, ECS acts as liaison between our company’s president and auditor, legal counsel, transfer agent, registered agent and the SEC.

 

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.

 

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:

 

 

10


 

  

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 to 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 to180 days from the initial launch of our marketing program, we believe that we will begin generating fees from our advisory services.

 

In summary, we intend to implement our business plan and expect to be engaging clients within 90 to120 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.

 

Cash Requirements

 

Over the next 12 months we intend to operate as a business development company. We anticipate that we will incur the following operating expenses during this period: 
  

Estimated Funding Required During the Next 12 Months   

Expense  

Amount  

Consulting fees

$                       20,000

Professional fees

$                      12,000

Other general administrative expenses

$                        3,000

Total  

$                     35,000 

 

11


 

 

We believe that we will require additional funds to implement our growth strategy. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable.

 

Results of Operations

 

Three and Six Month Periods Ended December 31, 2012 and 2011 and From Inception on June 23, 2011 to December 31, 2012

 

We have generated no revenues since inception and have incurred $13,395 in operating expenses for the three month period ended December 31, 2012 and $22,971 in operating expenses for the six month period ended December 31, 2012.

 

The following provides selected financial data about our company for the three and month periods ended December 31, 2012 and 2011. 
 

 

Three Months Ended
December 31,

2012

$

Three Months Ended
December 31,

2011

$

Six Months Ended
December 31,

2012

$

Six Months Ended
December 31,

2011

$

Accumulated from June 23, 2011

(Date of Inception) to December 31,

2012

$

Consulting fees

5,010

6,035

9,565

10,275

30,579

Legal and accounting

7,538

1,500

12,438

10,500

25,938

General and administrative

847

711

968

1,624

9,752

Net loss

(13,395)

(8,246)

(22,971)

(22,399)

(66,269)

 

Operating expenses for the three months ended December 31, 2012 were $13,395 compared with $8,246 for the three months ended December 31, 2011. The decrease in operating expenses was attributed to a decrease in attorney fees. Operating expenses for the six months ended December 31, 2012 were $22,971 compared with $22,399 for the three months ended December 31, 2011. The Increase in operating expenses was attributed to an increase in attorney fees. Operating expenses for the period from June 23, 2011 (inception) to December 31, 2012 were $66,269.

 

Liquidity and Capital Resources

 

Working Capital
   

   

As at

December 31,

2012

   

As at

June 30,

2012

 

Total current assets

$

-

 

$

13,862

 

Total liabilities

 

16,769

 

 

7,660

 

Working capital (deficit)

 

(16,769)

 

6,202

 

Cash Flows
  

 

 

Six Months  

 

 

Six Months  

 

 

 

ended  

 

 

ended  

 

 

 

December 31,  

 

 

December 31,  

 

 

 

2012  

 

 

2011  

 

Net cash provided by (used in) operating activities

$

(23,585)

$

(18,539)

Net cash provided by (used in) investing activities

 

-

 

 

-

 

Net cash provided by (used in) financing activities

 

9,723

 

 

20,000

 

Net change in cash

 

(13,862)

 

1,461

 

12


 

 

As of the date of this report, we have yet to generate any revenues from our business operations.

 

As of December 31, 2012, our total current assets were $0 and our total current liabilities were $16,769. We had cash of $0 as of December 31, 2012 and a working capital deficit of $16,769.

 

From our inception on June 23, 2011 to December 31, 2012 we spent $66,223 on operating activities. During the six months ended December 31, 2012 we spent $23,585 on operating activities, whereas we spent $18,539 on operating activities during the same period in fiscal 2011. The increase in our expenditures on operating activities during the six months ended December 31, 2012 was primarily due to an increase in attorney’s fees.

 

During the six months ended December 31, 2012 $0 was used in, investing activities compared to $0 during the six months ended December 31, 2011.

 

During the six months ended December 31, 2012 $9,723 was provided by financing activities compared to $20,000 provided by financing activities during the six months ended December 31, 2011.

 

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.

 

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 six month period ended December 31, 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 six month period ended December 31, 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.

 

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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 six month periods ending December 31, 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.  
   

Item 3.       Quantitative and Qualitative Disclosures about Market Risk

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

   

Item 4.       Controls and Procedures

 

Management’s Report on Disclosure Controls and Procedures  

 

We maintain disclosure controls and procedures, that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, 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 president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) to allow timely decisions regarding required disclosure.

 

As of the end of the quarter covered by this report, we conducted an evaluation under the supervision and with the participation of our chief executive officer and president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) concluded that our disclosure controls were not effective as of the end of the period covered by this report.

 

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.

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Item 1A.                Risk Factors

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

  

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

 

None. 

  

Item 3.   Defaults Upon Senior Securities

 

None. 

  

Item 4.   Mine Safety Disclosures

 

Not applicable.

 

Item 5.   Other Information

 

On November 30, 2012, John Gong Chin Ong resigned as chief executive officer, president and chief financial officer of our company. Also on November 30, 2012, Mr. Ong was appointed as chairman of our company. Mr. Ong remains as our company’s sole director.  Mr. Ong’s resignation was not the result of any disagreements with our company regarding its operations, policies, practices or otherwise.

 

Concurrently, on November 30, 2012, we appointed Qin XiuShan as our president and also appointed Yang Chin Leong as our chief financial officer, secretary and treasurer.

 

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Item 6.   Exhibits

  

Exhibit No.  

Description  

(3)

(i) Articles of Incorporation; and (ii) Bylaws  

3.1

Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on August 15, 2011)

3.2

Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on August 15, 2011)

3.3

Articles of Merger (incorporated by reference to our Current Report on Form 8-K filed on November 9, 2012)

3.4

Certificate of Change (incorporated by reference to our Current Report on Form 8-K filed on November 9, 2012)

(10)

Material Contracts  

10.1

Consulting Agreement with Executive Consulting Services, (ECS) Group dated July 1, 2011 (incorporated by reference to our Registration Statement on Form S-1 filed on August 15, 2011)

(31)

Rule 13a-14(a)/15d-14(a) Certification  

31.1*

Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer

31.2*

Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer

(32)

Section 1350 Certification  

32.1*

Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer

32.2*

Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer

101**

Interactive Data Files  

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

 

*  

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.

 

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SIGNATURES
       

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned thereunto duly authorized.
    

ASIA PACIFIC BOILER CORPORATION

(Registrant)

 

 

 

DATED: February 19, 2013

BY:

/s/ QIN XIUSHAN

 

 

Qin XiuShan

 

 

President

(Principal Executive Officer)

 

 

 

 

 

 

DATED: February 19, 2013

BY:

/s/ YANG CHIN LEONG

 

 

Yang Chin Leong

 

 

Chief Financial Officer, Secretary and Treasurer

 

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

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