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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended April 30, 2013

  

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

 

FOR THE TRANSITION PERIOD FROM _____________ TO _____________

 

Commission File Number: 000-54539


China Xibolun Technology Holdings Corporation

———————

(Formerly known as “Dimus Partners, Inc.)


 

 

 

                          Nevada                           

(State or other jurisdiction

of incorporation)

 000-54539   

(Commission

File Number)

            27-1179591

(I.R.S. Employer

Identification Number)



No.587, 15th Road, 3rd Avenue,

Binhai Industrial Park, Eco & Tech Development Zone,

Wenzhou, China

Postal Code: 325088

(Address of principal executive offices and zip code)


Phone: +86 13909840703

 (Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:

 

None.

 

Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock, $0.001 par value per share.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ]   No [X]


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



1




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 (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of 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.   [X]


Indicate by check mark whether the registrant is a large accelerated filer, and 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  [  ]                              

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   [  ]


The issuer's revenues for the most recent fiscal year ended April 30, 2013 were $0.


The aggregate market value of the voting and non-voting common equity held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter was $0, as there was no public market for the registrants common stock as of October 31, 2012.


State the number of shares of the issuer’s common stock outstanding, as of the latest practicable date: 4,366,649 shares of common stock issued and outstanding as of July 26, 2013.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

NONE.

 

 



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FORM 10-K

 

FOR THE FISCAL YEAR ENDED APRIL 30, 2013


TABLE OF CONTENTS


Cautionary Statement Regarding Forward-Looking Information


Part I

 

Item 1. Business

 

Item 1A. Risk Factors

 

Item 2. Properties

 

Item 3. Legal Proceedings

 

Item 4. Mine Safety Disclosures


Part II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Item 6. Selected Financial Data

 

Item 7. Management's Discussion and Analysis or Plan of Operation

 

Item 8. Financial Statements and Supplementary Data

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

Item 9A. Controls and Procedures

 

Item 9B. Other Information


Part III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

Item 11. Executive Compensation

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

Item 13. Certain Relationships and Related Transactions

 

Item 14. Principal Accountant Fees and Services

 

Part IV

 

Item 15. Exhibits, Financial Statement Schedules

 

Annex: Financial Statements and Footnotes

 

 

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PART I


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

We caution you that this report contains forward-looking statements regarding, among other things, financial, business, and operational matters.

 

All statements that are included in this Annual Report, other than statements of historical fact, are forward-looking statements. Forward-looking statements involve known and unknown risks, assumptions, uncertainties, and other factors. Statements made in the future tense, and statements using words such as “may,” “can,” “could,” “should,” “predict,” “aim’” “potential,” “continue,” “opportunity,” “intend,” “goal,” “estimate,” “expect,” “expectations,” “project,” “projections,” “plans,” “anticipates,” “believe,” “think,” “confident” “scheduled” or similar expressions are intended to identify forward-looking statements. Forward-looking statements are not a guarantee of performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and are beyond our control. These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered. We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We disclaim any obligation to update any of these forward-looking statements as a result of new information, future events, or otherwise, except as expressly required by law. References in this Form 10-K, unless another date is stated, are to April 30, 2013. As used herein, the “Company,” “CXBL,” “China Xibolun,” “we,” “us,” “our” and words of similar meaning refer to China Xibolun Technology Holdings Corporation

.


ITEM 1. Business


Overview


China Xibolun Technology Holdings Corporation was initially incorporated under the name “Dimus Partners, Inc” in the state of Nevada on April 18, 2008.  


On or around October 14, 2008, we affected a two for one (2:1) forward stock split of our outstanding shares of common stock (the “Forward Split”).  The Forward Split is retroactively reflected throughout this Report.


China Xibolun is a strategic, financial and operational consulting company, which plans to consult with clients in an effort to generate additional revenues for such clients, by lowering overhead expenses and/or increasing the clients marketing efforts.  We plan to concentrate on smaller customers who our management believes are typically overlooked by traditional consulting firms which in our management’s experience only focus on larger, higher paying clients. All of our ideas and recommendations will focus on the objective of improving the bottom-line profit results of our future customers.   We also plan to help clients discover and create operational efficiencies by building software and eventually by working to create pre-packaged software products, funding and software creation permitting.

 

The Company has developed a contingent fee based methodology for billing business consulting which we call The CXBL Advantage (the Company has not obtained any trademarks for The CXBL Advantage due to cost constraints, however, the Company may take action in the future, funding permitting to obtain a trademark for such term).  The “CXBL Advantage” is the Company’s idea of only charging potential clients a success based fee instead of hourly billing rates.  The CXBL Advantage is not a product or service, but only a way of billing clients.  By only charging a fee if our efforts successfully increase the client’s revenues, marketing ability, reduce their expenses, or enable the client to meet such other goals or targets as the client and the Company determine prior to the engagement by the Company (each “Goals”), we believe that we will be able to share in the success of our potential clients over the long-term and that our services will be more affordable and attractive to our potential clients (as they will only pay us if they see a benefit from such services) than other traditionally priced consulting services.   Each



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engagement agreement we will enter into with future clients will set forth the specific Goals that the client is attempting to meet, based on mutually agreeable criteria (i.e., criteria and goals as agreed upon by us and the client based on what areas of the clients’ business operations they are seeking to improve) and targets for improvement, which will vary engagement to engagement, based upon the negotiation of the parties at the time of engagement, and which we and the client believe are reasonable.  The fees payable to us will then be determined by whether the client meets such previously established Goals with our consulting assistance.  We will only generate fees if the client meets the mutually agreed upon Goals and in the event the client fails to meet the pre-established Goals, they may not be required to pay us any fees at all.


            While each contingent success based fee arrangement based on the CXBL Advantage will be different, based on the individual Goals each future client is trying to accomplish, the negotiations of the Company and the client, the size of the engagement and difficulty of the client meeting such Goals, which can only be established at the time of engagement, we anticipate that each arrangement will have similar characteristics.  Those characteristics will likely include 1) a breakup fee payable to the Company in the event the client does not choose to implement the Company’s recommended suggestions for meeting such Goals; 2) set a baseline for (a) the clients expected ability to meet the Goals; or (b) the clients continued operations on a status quo basis, assuming no intervention by the Company; 3) determine the period or ending date during which the client will be required to meet the Goals with the Company’s consulting assistance; and 4) provide the fees due to the Company in the event the client meets the Goals over the predetermined period (collectively the “Engagement Terms”).  As described above, all Engagement Terms will be determined and negotiated by the Company and its clients on a case by case basis at the time of engagement.  We call the methodologies and analysis techniques that we plan to use to prepare a potential client for our contingent success fee based approach to consulting and understand where our expertise can help the “CXBL Trace Toolkit.”   Similar to the CXBL Advantage, the Company has not obtained any trademarks for CXBL Trace Toolkit due to cost constraints; however, the Company may take action in the future, funding permitting to obtain a trademark for such term.  The CXBL Trace Toolkit is not a product or service, but just a proprietary set of written analysis techniques, questionnaires and processes to assist us and our clients in the engagement process.


We have not generated any revenues to date.  To date we have had only limited operations. We do not currently have any paying clients, nor have we ever had any paying clients.  We have however, previously consulted with a limited number of clients for free in return for such clients providing us references and in an effort to gain experience.  Additionally, we have had ongoing discussions with certain customer home builders, including Jimmy Jacobs Custom Homes, as described below, which have not generated any revenues, but which we believe have provided us much needed experience and word of mouth regarding our services.  As a result of the above, we have not had a sufficient opportunity to determine the feasibility and success of the results-oriented billing techniques of the CXBL Advantage.

   

We plan to focus on small to mid-sized companies in various industries and markets, including, but not limited to the construction industry (as described below) and our management believes that there are significant growth opportunities in mid-market companies whose day-to-day operations have not benefited from dedicated strategic, financial or operational support systems. We believe that these companies share many of the same problems found in Fortune 500 corporations, but may lack the human and capital resources needed to take advantage of the business-improving principles consulting can provide. Our business is targeted at these small to mid-sized companies that cannot afford traditional business consulting.

  

 

Target Market


We are focused primarily on small to mid-sized, privately-owned companies, somewhere in the yearly revenue range of $15 million to $50 million per year. Initially we will concentrate efforts in the Austin and San Antonio, Texas corridor. As the Company expands, we hope to open offices in the Dallas and Houston areas, funding and demand permitting, which will increase the number of potential clients we can offer our services to.  While we have initially focused our attention on companies in the construction industry, similar to the Customer (defined below), moving forward we hope to branch out various additional industries and markets.

 



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We do not currently have any paying clients nor do we have any material agreements in place to provide services to any paying clients other than as provided below.  As described above, to date we have had only limited operations.


Three Tiered Approach to Business Consulting

 

The Company offers comprehensive business consulting services.  Upon entering into an engagement, the Company intends to work with a client company for up to five (5) years through a 3-tiered approach:


During the Tier 1 stage, which we believe will take place during the first year of any engagement, we plan to focus on short-term, profit-impacting operational improvements including cost and pricing analysis, immediate process improvement and other pressing issues affecting the client company.


During the Tier 2 stage, we plan to take a longer term strategic focus on top-line revenue growth and internal policies.  Tier 2 will likely occur during the second and third years of an engagement and consist of strategically analyzing the client’s markets, competitive landscape and internal policies to determine opportunities and threats facing the client company.


Lastly, during the Tier 3 stage, we plan to focus on substantially growing the client company’s business through vertical and horizontal integration opportunities, as well as through acquisitions of synergistic companies.


Operation Efficiencies


The Company plans to examine the client company’s operating environment to determine those areas that can be improved to reach optimal performance, quality and profit. We will attempt to improve the synergies created by a business’ employees. We will also attempt to dispose of poorly performing and loss-making product lines and/or business units; reduce overhead; eliminate duplicative administration; eliminate obsolete inventory; and elevate accountability.

   

Financial Management Services


The Company believes that financial management is the most important aspect of operating a small-to-medium sized business, as pursuant to our management’s experience, many small and medium-sized businesses are faced with cash management issues on a daily basis.  Making payroll, paying suppliers and purchasing new equipment all require cash expenditures that can weigh heavily on a business if its cash flow is not managed properly.  Several key aspects of proper financial management include:


 

·

Proper cash management for growing companies;

 

·

Activity-based cost accounting to properly match fixed overhead costs with the activities that create them;

 

 

 

 

·

Performance assessment through financial analysis;

 

·

Capital structure optimization;

 

·

Lease vs. purchase decisions; and

 

·

Accurately determining the value of the business.


Performance Management Services


Performance management includes all the ways in which a business aligns its processes and its owners and employees toward the vision and goals of the company.  We will attempt to align employees’ goals and objectives to those of the client company.  We believe this can be accomplished by assigning individual goals and creating incentive-based compensation plans. Several key aspects of proper performance management analysis include:



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·

Understanding the core competencies and strategies of the business;

 

·

Mapping current performance against this key purpose;

 

·

Determining cost, revenue, and other drivers toward the key purpose;

 

·

Designing a full featured goal, measurement, and review system that allows for performance management techniques to be implemented;

 

·

Designing a matching compensation system that fits both the company's cash-flow and cultural constraints; and

 

·

Rollout of the package, including gaining the trust and buy-in at all levels of the company.


Need for Government Approval


The Company does not believe that it is or will be subject to any material regulations or requirements from any existing or probable laws or government regulation as a result of its planned business operations.  Additionally, the Company plans to enter into mutual non-disclosure agreements with any actual or potential clients in an effort to protect both its own and its clients’ confidential intellectual property and trade secrets.  The Company has not entered into any non-disclosure agreements to date.


Patents, Trademarks and Intellectual Property


The Company does not currently have any patents, trademarks, licenses or other registered or documented intellectual property rights associated with its proprietary platform and applications. Moving forward, if funding permits, the Company may take action to apply for such protection; however in the meantime, the Company anticipates entering into non-disclosure agreements with each of its clients and potential clients in an effort to protect its intellectual property.  The Company does not currently have any plans to secure any patent, trademark or similar rights at this time, nor has it budgeted any funds for such rights at this time.


Competition


Within the current landscape of business and management consulting, there is a vast and diverse set of competitors and service providers. These companies range from the smallest one person firms, to large multinational companies that offer a diverse, broad, and more generic set of services. Depending on the focus and type of company, the competitive comparison to China Xibolun varies. In the case of the smaller firm, the breadth and depth of the services provided are not, in the belief of management, comparable with those planned to be offered by the Company. With the larger firms, management believes that there is a lack of focus and interest in CXBL Partner’s target customer due to the apparent lack of resources available to fund high cost, relatively short-turnaround engagements.  However, we believe that the majority of the firms which operate in the business and management consulting market, which include well-established companies and start-up companies such as ours, have substantially greater financial, managerial and other resources than those presently available to the Company, and are focusing significant resources on providing business consulting services that currently compete and will compete with the Company's services in the future.  As a result, these firms may be able to spend more money on advertising and marketing, have greater brand recognition and be in a position to undercut the prices that the Company charges for its services.

 

We plan to focus on small to mid-sized companies and believe there are significant growth opportunities in mid-market companies whose day-to-day operations have not benefited from dedicated strategic, financial or operational support systems. In our management’s experience, these companies share many of the same problems found in Fortune 500 corporations, but lack the human and capital resources needed to take advantage of the business-improving principles consulting can provide. Our business is targeted at these small to mid-sized companies which we believe cannot afford traditional business consulting fees.

 

The Company has developed a contingent fee based billing methodology for business consulting which we call The CXBL Advantage (the Company has not obtained any trademarks for The CXBL Advantage due to cost constraints, however, the Company may take action in the future, funding permitting to obtain a trademark for such



7




term).  The “CXBL Advantage” is the Company’s idea of only charging potential clients a success based fee instead of hourly billing rates.  By only charging a fee if our efforts successfully increase the client’s revenues, marketing and/or reduce their expenses, we believe that we will be able to share in the success of our potential clients over the long-term and that our services will be more affordable and attractive to our potential clients (as they will only pay us if they see a benefit from such services) than other traditionally priced consulting services.  The Company’s idea of a success based/contingent fee arrangement has not been proven to be successful in the business consulting market and as a result, we may be unable to compete with traditional consulting firms which bill on an hourly basis or for project based fees, or such fee structures may be more attractive to our potential clients.

 

Although we believe that there is a need for a “niche” business, such as ours that can provide logistical expertise at a reduced cost to smaller businesses who are overlooked by larger consulting firms and that there will be a market for a success based fee approach to providing consulting services such as ours, the Company may not be able to effectively compete with other consulting firms or compete with competitive pressures, including possible downward pressure on the prices we charge for our products and services. In the event that the Company cannot effectively compete on a continuing basis or competitive pressures arise, such inability to compete or competitive pressures will have a material adverse effect on the Company’s business, results of operations and financial condition.


Sales & Marketing


The overall positioning and branding strategy for China Xibolun will be to establish us and our consultants as partners with our clients and to add real, quantifiable value to these clients before we see any financial gain.  Secondarily, we plan to build our brand around the idea of providing world-class consulting capabilities to those companies that traditionally cannot afford these services. We hope that our success fee-based model will not only aligns us to our client’s goals, but also will entice target customers who are reluctant to pay the high hourly rates charged by our competitors.  Finally, we plan to make sure our services, or more specifically, the ideas behind our services, are simple and easy to understand.  


Promotion Strategy


Early on, in the growth stage of the Company, the most important promotional avenue will be customer referrals and word of mouth. Because we want to be seen and known as a “local” firm, it is important the local business owners provide very positive accounts of our engagements.  Initially our advertising and marketing campaign will consist of door-to-door solicitations and phone calls to various targeted business owners around the Austin-San Antonio area. We believe that some of these calls will lead to face-to-face meetings with the owners and managers of these businesses where we can either engage a new client or gain referrals to other potential clients identified by these businesses.

 

Material Agreements:

  

The Company is not currently subject to any customer agreements or understandings.


Funding Events:


Expenses of the Company are currently being paid by an affiliate of our controlling shareholders.


The Company has periodically received cash advances from the Company’s directors. The entire balance was settled in September 2012.


On November 2, 2010 the Company entered into a $50,000 line of credit with the Company’s former president, James Patton.  The line of credit bears interest of 10% per annum (15% if in default) and was settled in full in September 2012. The line of credit is no longer available to the Company.


On September 21, 2012, James Patton, Nathan Pettus and James Pacey (“Sellers”), who are collectively the controlling shareholders of the Company, sold 4,200,000 shares of common stock of the Company to Chin Yung



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Kong and Anyuan Sun (“Purchasers”) for an aggregated price of $190,000.The 4,200,000 shares of common stock represented approximately 96.2% of the total issued and outstanding stock of the Company.  As result of this share purchase transaction, Chin Yung Kong and Anyuan Sun became the controlling shareholders of the Company.


In conjunction with the September 21, 2012 transaction, all the liabilities of the Company prior to September 21, 2012 were settled by a Company shareholder for $123,040, resulting in a gain on settlement of $17,310.

 

Employees


We currently do not have any employee.


Intellectual Property


The Company does not have any patents, trademarks, licenses, or franchises.  


 

 

ITEM 1A. Risk Factors


Not applicable for Smaller Reporting Companies.

 

ITEM 1B. Unresolved Staff Comments


Not applicable.


ITEM 2. Properties

 

Not applicable.


 

ITEM 3. Legal Proceedings


From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.


ITEM 4. Mine Safety Disclosures

 

Not applicable.

 



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PART II


ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


In November 2011, we obtained quotation for our common stock on the Over-The-Counter Bulletin Board (“OTCBB”) under the symbol “DIMU.OB”; however, no shares of our common stock have traded to date and there is currently no public market for our common stock. Effective on November 29, 2012, our common stock started to be quoted on OTCBB under the new stock symbol CXBL


The Company's common stock is considered a "penny stock" as defined in the Commission's rules promulgated under the Exchange Act (the “Rules”). The Commission's rules regarding penny stocks impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally persons with net worth in excess of $1,000,000, exclusive of residence, or an annual income exceeding $200,000 or $300,000 jointly with their spouse). For transactions covered by the rules, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Thus the Rules affect the ability of broker-dealers to sell the Company's shares should they wish to do so because of the adverse effect that the Rules have upon liquidity of penny stocks. Unless the transaction is exempt under the Rules, under the Securities Enforcement Remedies and Penny Stock Reform Act of 1990, broker-dealers effecting customer transactions in penny stocks are required to provide their customers with (i) a risk disclosure document; (ii) disclosure of current bid and ask quotations if any; (iii) disclosure of the compensation of the broker-dealer and its sales personnel in the transaction; and (iv) monthly account statements showing the market value of each penny stock held in the customer's account. As a result of the penny stock rules, the market liquidity for the Company's securities may be severely adversely affected by limiting the ability of broker-dealers to sell the Company's securities and the ability of purchasers of the securities to resell them.


We have authorized capital stock consisting of 100,000,000 shares of common stock, $0.001 par value per share and 10,000,000 shares of preferred stock, $0.001 par value per share (“Preferred Stock”).  As of July 20, 2012, there were 4,366,649 shares of common stock issued and outstanding, held by 39 shareholders of record.


Common Stock

 

The holders of outstanding shares of common stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends of such times and in such amounts as the board from time to time may determine.  Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders.  There is no cumulative voting of the election of directors then standing for election.  The common stock is not entitled to pre-emptive rights and is not subject to conversion or redemption.  Upon liquidation, dissolution or winding up of our company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the common stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors.  Each outstanding share of common stock is, and all shares of common stock to be outstanding upon completion of this Offering will upon payment therefore be, duly and validly issued, fully paid and non-assessable.

   

Preferred Stock


Shares of Preferred Stock may be issued from time to time in one or more series, each of which shall have such distinctive designation or title as shall be determined by our Board of Directors (“Board of Directors”) prior to the issuance of any shares thereof.  Preferred Stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof.   The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of our capital stock entitled to vote generally in the election of



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the directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to the terms of any series of Preferred Stock.


 

Options, Warrants and Convertible Securities


We have no options, warrants or other convertible securities outstanding. We have no equity compensation plans either approved by security holders or not approved by security holders.


Dividends


We have not paid any dividends on our common stock to date and do not anticipate that we will be paying dividends in the foreseeable future. Any payment of cash dividends on our common stock in the future will be dependent upon the amount of funds legally available, our earnings, if any, our financial condition, our anticipated capital requirements and other factors that our Board of Directors may think are relevant. However, we currently intend for the foreseeable future to follow a policy of retaining all of our earnings, if any, to finance the development and expansion of our business and, therefore, do not expect to pay any dividends on our common stock in the foreseeable future. Additionally, the terms of our preferred stock impose restrictions on our ability to pay dividends.

 

Recent Sales of Unregistered Securities


None.

 

Item 6. Selected Financial Data


Not required pursuant to Item 301 of Regulation S-K.


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations


The following discussion should be read in conjunction with our financial statements.


Plan of Operations:


Moving forward over the course of the next 24 months, the Company anticipates continuing to work on a software product (the “Project”, also called DTAS-HBE) that was conceived through discussions with the Customer (as defined above).  The solution, without software, would have been too capital intensive for the Customer to implement. The planned Project involves many components of the home construction industry and provides an output of information that is interrelated including: budgeting; scheduling; bidding; and overhead to predict financial outcomes with more certainty, based on hundreds of variables at the start of a job.  The Company anticipates that with its current level of funding the initial design will be available in limited form at the end of April 2014.  The Company does not plan on hiring any additional employees or contractors in the near term.  The Company anticipates relying on funding provided by its officers and Directors moving forward for working capital.   By the end of June 2014, the Company hopes to have implemented three of the five Modules needed for completion of the Project (the Scheduling, Budgeting and Bidding Modules, as described in greater detail below).  The Company hopes to have the final two Modules (the Sales and Financial Modules) completed by September 2014, and hopes to be fully operational at the end of 2014.

  

The Company plans to begin marketing the Company’s services to home construction builders (which is only one segment of customers the Company is planning to focus on) by September 2013.  The Company anticipates that such marketing efforts will cost approximately $10,000, which the Company anticipates paying from proceeds borrowed from its officers and Directors, assuming funds are available, or through the sale of debt or equity securities.

 

 



11




 

            As described above, by September 2013, the Company hopes to have implemented three of the five Modules related to the Project as described above, and to have entered into additional agreements with other construction home builders.  The Company anticipates such activities will cost approximately $15,000, which the Company anticipates paying from proceeds borrowed from its officers and Directors, assuming funds are available, or through the sale of debt or equity securities.   In the event sufficient funds are not available to complete the first three Modules, the Company will postpone such completion until such time as it is able to raise additional funding and/or may seek out traditional bank funding.

  

As described above, by September 2013, the Company hopes to have completed the final two Modules of the Project, which the Company anticipates will cost an additional approximately $15,000, which the Company anticipates paying from proceeds borrowed from its officers and Directors, assuming funds are available, or through the sale of debt or equity securities. In the event sufficient funds are not available to complete the final Modules, the Company will postpone such completion until such time as it is able to raise additional funding and/or may seek out traditional bank funding.

 

The above plan of operations represents the Company’s planned timing and estimated costs of completing the Project.  In the event the Company is able to raise additional funding the Company believes that it will be able to decrease the estimated timing of the completion of such Project substantially, and could complete the Project in approximately nine (9) months if it was able to raise approximately $100,000 to $150,000 of additional capital solely for the completion of such Project. However, the Company does not currently have any sources of funding, and funds available for future operations or expenses may not be available on favorable terms, if at all.

 

 

 

Results of Operations For The Year Ended April 30, 2013, Compared To The Year Ended April 30, 2012

 

The Company is in the development stage, did not generate any revenues for the year ended April 30, 2013 or 2012, and has not generated any revenues to date.

  

We had operating expenses of $49,747 consisting solely of general and administrative expenses for the year ended April 30, 2013, compared to operating expenses of $61,092 consisting of general and administrative expenses of $60,824 and depreciation expense of $268 for the year ended April, 2012, a decrease in operating expenses of $11,345 from the prior year, which decrease was due to the decrease in general administrative expenses.

 

We had interest expense of $2,988 for the year ended April 30, 2013, compared to $4,533 for the year ended April, 2012. Interest expense represented amounts due on the Company’s American Express Credit Card and in connection with the Line of Credit. Interest expense decreased due to the full settlement of the Line of Credit in September 2012.

 

On September 21, 2012, James Patton, Nathan Pettus and James Pacey (“Sellers”), who were collectively the controlling shareholders of the Company, sold 4,200,000 shares of common stock of the Company to Chin Yung Kong and Anyuan Sun (“Purchasers”) for an aggregated price of $ 190,000.The 4,200,000 shares of common stock represented approximately 96.2% of the total issued and outstanding stock of the Company.  As result of this share purchase transaction, Chin Yung Kong and Anyuan Sun became the controlling shareholders of the Company. The liabilities of $187,350 of the Company prior to September 21, 2012 have been settled by the Company resulting in a $17,310 gain. 


LIQUIDITY AND CAPITAL RESOURCES


We had total assets of $0 as of April 30, 2013. We had liabilities of $20,983 as of April 30, 2013.

  

We had $7,055 of net cash used in operating activities for the year ended April 30, 2013, which included $35,425 of net loss offset by $48,114 of decrease in accounts payable and accrued expenses, and gain on settlement of liabilities of $17,310 as well as interest payable converted to equity of $2,434.

  



12




We had $6,000 of net cash provided by financing activities for the year ended April 30, 2013, which was due solely to amounts borrowed from Mr. Patton (former President of the Company) under the Line of Credit.


From July 2008 through July 2009, in connection with a private placement offering, the Company sold an aggregate of 166,649 shares of common stock to 35 investors for aggregate consideration of $25,000.

 

Expenses of the Company are currently being paid by an affiliate of our controlling shareholders. The Company is dependent on such arrangements or additional outside financing, if even available to the Company, in order to meet its financial obligations and continue its operations.


Critical Accounting Policies:


Development Stage Policy


We are a development stage company as defined under Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC”) 915, Development Stage Entities. Our management has limited experience in the consulting business. We have earned no revenues since our formation, have no current clients and have an accumulated deficit during the development stage of $214,689 as of April 30, 2013. We are currently being funded by existing shareholders and anticipate being able to continue our business operations for approximately the next six to eight months due to our low overhead and the limited expenses that we have. If we do not have enough money to pay our outstanding liabilities as they become due and/or if we fail to generate any revenues in the future, we will be forced to curtail or abandon our business plan and any investment in us may be lost.


Basic Loss Per Share


Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.


Income Taxes


The Company has adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, “Income Taxes”. This standard requires the use of an asset and liability approach for financial accounting, and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.


The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce any deferred tax assets to the amount that is more likely than not to be realized.


Cash and Cash Equivalents


The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.


Recent Accounting Pronouncements


Management does not anticipate that the recently issued but not yet effective accounting pronouncements will materially impact the Company’s financial condition.


Item 7A. Quantitative and Qualitative Disclosures About Market Risk


Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).



13





 

 

Item 8. Financial Statements and Supplementary Data


Please see the financial statements and footnotes annexed to the end of this Form 10-K.


 

 


 

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure


(a)   On May 21, 2013,  LBB & Associates Ltd., LLP (the “LBB”) resigned as the independent registered public accounting firm for the Company.


None of the reports of LBB, on the Company's financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to audit scope or accounting principles, except for the explanatory paragraph included in each of our reports referencing significant doubt about the entity’s ability to continue as a going concern.


There were no disagreements between the Company and LBB, for the two most recent fiscal years and any subsequent interim period through May 21, 2013 (date of LBB’s resignation) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of LBB, would have caused them to make reference to the subject matter of the disagreement in connection with its report.



(b)   On June 4, 2013, the Company engaged Friedman LLP as its new principal accountant to audit the Company's financial statements.  During the years ended April 30, 2012 and 2013 and through June 4, 2013, neither the Company nor anyone on its behalf consulted Friedman LLP regarding (i) the application of accounting principles to a specific completed or contemplated transaction, (ii) the type of audit opinion that might be rendered on the Company's financial statements, or (iii) any matter regarding the Company that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).


Item 9A. Controls and Procedures


Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form 10-K (the "Evaluation Date"), has concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act 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 Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  This conclusion was based on the existence of the material weaknesses in our internal control over financial reporting previously disclosed and discussed below.


A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We identified and continue to have the following material weakness in our internal controls over financial reporting:

 



14




We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Additionally, due to the fact that we only have one officer and two directors, it may impair our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures, which may result in material misstatements to our financial statements and an inability to provide accurate and timely financial information to our stockholders.  


To address the need for more effective internal controls, management has plans to improve the existing controls and implement new controls as our financial position and capital availability improves. 


Management’s Annual Report on Internal Control over Financial Reporting


The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. The Company's internal control over financial reporting is a process designed under the supervision of the Company's Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (US GAAP) and includes those policies and procedures that:


-

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions  of our assets;

 

 

-

provide reasonable assurance that the transactions are recorded  as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 

 

-

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.


 

 

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect of financial statement preparation and may not prevent or detect misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.


Effective as of April 30, 2013, management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments.

 

Based on that evaluation, management concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that taken together may be considered to be a material weakness.


A material weakness is a deficiency, or combination of deficiencies, that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses at April 30, 2013:




15







(1)

lack of a functioning audit committee and lack of a majority of outside Directors on the Company's Board of Directors capable to perform the audit function; and

 

 

(2)

inadequate segregation of duties due to limited number of personnel, which makes the reporting process susceptible to management override.


Management believes that the material weaknesses set forth in items (1) and (2) above did not have an affect on the Company's financial reporting in fiscal 2013. However, management believes that the lack of a functioning audit committee and lack of a majority of outside Directors on the Company's Board of Directors can adversely affect reporting in the future years, when our operations become more complex and less transparent and require higher level of financial expertise from the overseeing body of the Company.


We are committed to improving our financial organization. As part of this commitment, we will, as soon as funds are available to the Company (1) appoint one or more outside Directors to our Board of Directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; (2) create a position to segregate duties consistent with control objectives and will increase our personnel resources; and (3) hire independent third parties to provide expert advice.


We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 

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


Item 9B. Other Information


None. 



 

Part III

 

Item 10. Directors, Executive Officers and Corporate Governance


The following table sets forth the name, age and position of our Directors and executive officers. There are no other persons who can be classified as a promoter or controlling person of us, other than as provided below. Our executive officers and Directors currently serving are as follows:


NAME

AGE

POSITION

 

 

 

Chin Yung Kong

60

Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director

 

 

 

Anyuan Sun

 

Director

 

Set forth below is a brief description of the background and business experience of our executive officer and Directors.


Chin Yung Kong, a Malaysian citizen, age 60, resides in Dalian, China. Mr. Chin has served as the Company’s President, Secretary, Treasurer and sole director since December 2012. Mr. Chin is the Managing Director of QMIS Capital Finance. Since 2002 Mr. Chin has devoting most of his time advising Chinese clients on financial



16




restructuring, pre-audit evaluation before going public, pre-IPO investment strategies, and on the process of going public in the United States. From 1995 to 2002, Mr. Chin was financial controller for the Kwok Group Company in China. Prior to 1995 Mr. Chin was a practicing auditor and Certified Public Accountant (CPA) with Foo Kon & Tan in Singapore. Mr. Chin graduated from University of Hull in the United Kingdom with a Masters degree in Finance. Mr. Chin provides financial and strategic expertise to the Company as a member of its board of directors.


Anyuan Sun, a Chinese citizen, age 36. He was the engineer at Wenzhou Zhenan Metal Plant from 1996 to 2003. He founded Wenzhou Xibolun Fluid Equipment Co, Ltd in 2003 and has served as its president and chief engineer since 2003 to present.



Director Independence


The Company’s Directors are not independent as the Company is not required to maintain independent Directors at this time.  Furthermore, the Over-The-Counter Bulletin Board, where the Company hopes to quote its common stock does not require that quoted companies maintain independent Directors.  The Company will seek to appoint independent Directors, if and when it is required to do so.


Family Relationships

 

There are no family relationships among our Directors.


Involvement in Certain Legal Proceedings

 

None of our Directors have been involved in any of the following events during the past ten years:

 

1.

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;


 

 2.

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses’);

3.

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

 4.

being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.


Audit Committee and Financial Expert, Nominating and Compensation Committee

 

Our board of Directors has determined that we do not have a board member that qualifies as an "audit committee financial expert" as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as "independent" as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules. The Company is not required to have an Audit Committee and as such, does not have one.  The Company is not required to have a Nominating Committee or Compensation Committee and as such, does not have a Nominating Committee or Compensation Committee.  The functions typically handled by an Audit Committee, Nominating Committee and Compensation Committee are handled by the Company’s full Board of Directors.


Code of Ethics

 

We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that general rules of fiduciary duty and federal and state



17




criminal, business conduct and securities laws are adequate ethical guidelines.   In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.

 


SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


Section 16(a) of the Exchange Act requires our Directors and officers, and the persons who beneficially own more than ten percent of our common stock, to file reports of ownership and changes in ownership with the SEC. Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act.


We believe that, during fiscal 2012, our Directors, executive officers, and ten percent stockholders complied with all Section 16(a) filing requirements.


Item 11. Executive Compensation


Summary Compensation Table:


Name and principal position

(a)

Year ended April 30

(b)

 

Salary

($)

(c)

 

 

Bonus ($)

(d)

 

 

Stock Awards ($)

(e)

 

 

Option Awards ($)

(f)

 

All Other Compensation ($)

(i)

 

 

Total

($)

(j)

 

Chin Yung Kong

CEO, President, Secretary, Treasurer and Director

2013

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

-

 

$

-

 

 

2012

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Anyuan Sun

Director

2013

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

-

 

$

-

 

 

2012

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

-

 

$

-

 


 

 

Stock Option Grants/Equity Awards

 

We have not granted any stock options to and have no outstanding equity awards held by our executive officers.

 

Employment Agreements

 

We do not have an employment or consultant agreement.


Compensation Discussion and Analysis

 

Director Compensation

 

Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors.  The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

 

Executive Compensation Philosophy

 



18




Our Board of Directors determines the compensation given to our executive officers in their sole determination.  As our executive officers currently draw no compensation from us, we do not currently have any executive compensation program in place.

 

Incentive Bonus

 

None.

 

Long-term, Stock Based Compensation

 

None

   

 

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and related Stockholder Matters


The following table presents certain information regarding the beneficial ownership of all shares of common stock as of July 26, 2013 by (i) each person who owns beneficially more than five percent (5%) of the outstanding shares of common stock based on 4,366,649 shares outstanding as of July 26, 2013, (ii) each of our Directors, (iii) each named executive officer and (iv) all Directors and officers as a group. Except as otherwise indicated, all shares are owned directly.


Name and Address of Beneficial Owner

Shares Beneficially Owned

Percentage Beneficially Owned

Chin Yung Kong

CEO, CFO, President, Secretary, Treasurer, and Director

No.587, 15th Road, 3rd Avenue, Binhai Industrial Park, Eco & Tech Development Zone, Wenzhou, China.

2,520,000

57.7%

Anyuan Sun

Director

No.587, 15th Road, 3rd Avenue, Binhai Industrial Park, Eco & Tech Development Zone, Wenzhou, China.

1,680,000

38.5%

All Officers and Directors as a Group

(2 individuals)

4,200,000

96.2%

 

The number of shares of common stock owned are those "beneficially owned" as determined in accordance with Rule 13d-3 of the Exchange Act of 1934, as amended, including any shares of common stock as to which a person has sole or shared voting or investment power and any shares of common stock which the person has the right to acquire within sixty (60) days through the exercise of any option, warrant or right.  In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.


Equity Compensation Plan Information


The Company has no Equity Compensation Plans in place, whether approved by securities holders or otherwise.


Item 13. Certain relationships and related Transactions, and Director Independence



19





In April 2008, the Company issued 2,000,000 post Forward Split shares of its common stock to James Pacey in consideration for business development and advisory consulting services rendered in connection with the founding and organization of the Company, which shares were valued at $1,000 or the par value of the Company’s common stock $0.001 per share. Mr. Pacey was pivotal in the initial formation and direction of the Company and the Company believes that his marketing skills, budgetary knowledge and business relationships are vital to the Company’s future success.

 

On April 29, 2008, the Company entered into an Exchange Agreement with DPLLC, whereby the then members of DPLLC, Nathan Pettus and James Patton, exchanged 100% of the outstanding membership interests of DPLLC for 2,000,000 post Forward Split shares, 1,000,000 shares each to Mr. Pettus and Mr. Patton, of the common stock of the Company, which shares were valued at $1,000.  Upon completion of the Exchange Agreement, DPLLC became a wholly-owned subsidiary of the Company.

  

 

Effective October 2008, in connection with the Company’s entry into an Engagement Agreement with The Loev Law Firm, PC, the Company’s former attorney, the Company agreed to issue David M. Loev 200,000 post Forward Split shares of the Company’s common stock, which shares were valued at $100 or the par value of the Company’s common stock $0.001 per share.

 

Expenses of the Company are currently being paid by an affiliate of our controlling shareholders. We have accrued for such expenses at April 30, 2013 but have not been billed.


The Company has periodically received cash advances from the Company’s directors. The entire balance was settled in September 2012.


On November 2, 2010 the Company entered into a $50,000 line of credit with the Company’s former president, James Patton.  The line of credit bears interest of 10% per annum (15% if in default) and was settled in full in September 2012. The line of credit is no longer available to the Company.


On September 21, 2012, James Patton, Nathan Pettus and James Pacey (“Sellers”), who are collectively the controlling shareholders of the Company, sold 4,200,000 shares of common stock of the Company to Chin Yung Kong and Anyuan Sun (“Purchasers”) for an aggregated price of $190,000.The 4,200,000 shares of common stock represented approximately 96.2% of the total issued and outstanding stock of the Company.  As result of this share purchase transaction, Chin Yung Kong and Anyuan Sun became the controlling shareholders of the Company.


In conjunction with the September 21, 2012 transaction, all the liabilities of the Company prior to September 21, 2012 were settled by a Company shareholder for $123,040, resulting in a gain on settlement of $17,310.


Review, Approval and Ratification of Related Party Transactions


Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officers, Directors and significant stockholders.  However, all of the transactions described above were approved and ratified by Directors.  In connection with the approval of the transactions described above, our Directors, took into account several factors, including their fiduciary duties to the Company; the relationships of the related parties described above to the Company; the material facts underlying each transaction; the anticipated benefits to the Company and related costs associated with such benefits; whether comparable products or services were available; and the terms the Company could receive from an unrelated third party.

    

We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof.   On a moving forward basis, our Directors will continue to approve any related party transaction based on the criteria set forth above.

 

 



20





Item 14. Principal Accounting Fees and Services


Following is a summary of the fees expensed relating to professional services rendered by the principal accountants during the fiscal years ended April 30, 2013 and April 30, 2012:

 

Fee Category

 

2013 Fees

 

 

2012 Fees

 

 

 

 

 

 

 

 

Audit Related Fees

 

$

12,000

 

 

 

$ 19,515

 

All Other Fees

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Fees

 

$

12,000

 

 

 

19,515

 

 

 

 

Part IV


Item 15. Exhibits, Financial Statement Schedules


(a)

We have filed the following documents as part of this Annual Report on Form 10-K. Financial statement schedules have been omitted since they either are not required, not applicable, or the information is otherwise included.


 

Financial Statements


 

Reports of Independent Registered Public Accounting Firms

 

 

 

Balance Sheets as of April 30, 2013 and 2012

 

 

 

Statements of Operations for the Years Ended April 30, 2013 and 2012 and the Period From May 24, 2007 (Inception) Through April 30, 2013

 

 

 

Statements of Stockholders’ Deficit for the Periods From May 24, 2007 (Inception) Through April 30, 20132

 

 

 

Statements of Cash Flows for the Years Ended April 30, 2013 and 2012 and the Period From May 24, 2007 (Inception) Through April 30, 2013

 

 

 

Notes to Financial Statements


(b)

Exhibit listing.


See the Exhibit Index immediately following the signature page of this Annual Report on Form 10-K.

 

 

 

 


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.




21





 

 

 

China Xibolun Technology Holdings Corporation

 

 

Date: August 13, 2013

By: /s/ Chin Yung Kong

Chin Yung Kong

Chief Executive Officer

(Principal Executive Officer,

Principal Financial Officer and

Principal Accounting Officer),

President, Treasurer and Director

 

EXHIBIT INDEX


Exhibit Number

Description of Exhibit

 

 

 3.1(1)

Articles of Incorporation

 

 

 3.2(1)

Amended and Restated Bylaws

 

 

 10.1(1)

Letter of Intent Jimmy Jacobs Custom Homes

 

 

 10.2(2)


 23.1

Revolving Line of Credit ($50,000) and Related Documents


Consent Letter from LBB & Associates Ltd., LLP

 

 

 31*

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

 

 

 32*

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

 

 

101.INS*(#)

XBRL Instance Document

 

 

101.SCH*(#)

XBRL Schema Document

 

 

101.CAL*(#)

XBRL Calculation Linkbase Document

 

 

101.DEF*(#)

XBRL Definition Linkbase Document

 

 

101.LAB*(#)

XBRL Label Linkbase Document

 

 

101.PRE*(#)

XBRL Presentation Linkbase Document


*   Attached hereto. 

 

(1) Filed as an exhibit to the Company’s Form S-1 Registration Statement filed with the Commission on February 5, 2010, and incorporated herein by reference. 


(2) Filed as an exhibit to the Company’s Form S-1/A Registration Statement (Amendment No. 2) filed with the Commission on November 23, 2010, and incorporated herein by reference.


(#) XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. 



22




ANNEX: FINANCIAL STATEMENTS AND FOOTNOTES


Table of Contents to Financial Statements


 

Reports of Independent Registered Public Accounting Firms

 

 

 

Balance Sheets as of April 30, 2013 and 2012

 

 

 

Statements of Operations for the Years Ended April 30, 2013 and 2012 and the Period From May 24, 2007 (Inception) Through April 30, 2013

 

 

 

Statements of Stockholders’ Deficit for the Periods From May 24, 2007 (Inception) Through April 30, 2013

 

 

 

Statements of Cash Flows for the Years Ended April 30, 2013 and 2012 and the Period From May 24, 2007 (Inception) Through April 30, 2013

 

 

 

Notes to Financial Statements





23





[cxblform10k04302013v6001.jpg]


[cxblform10k04302013v6002.jpg]




24





[cxblform10k04302013v6003.jpg]



25





CHINA XIBOLUN TECHNOLOGY HOLDINGS CORPORATION.

(FORMERLY KNOWN AS DIMUS PARTNERS, INC.)

(A DEVELOPMENT STAGE COMPANY)

 BALANCE SHEETS

 

  

 

April  30,

 

 

April  30,

  

 

2013

 

 

2012

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

     Cash and cash equivalents

 

$

                -   

 

 

$

1,055

 

 

 

 

 

 

 

 

TOTAL  ASSETS

 

$

                -   

 

 

$

         1,055

  

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

    Accounts payable and accrued expenses

 

$

        17,751

 

 

$

62,376

    Due to related party

 

 

          3,232

 

 

 

45,254

    Line of credit - related party

 

 

                -   

 

 

 

46,589

 

 

 

 

 

 

 

 

TOTAL CURRENT LIABILITIES

 

 

        20,983

 

 

 

154,219

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

Preferred stock, $.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding

 

 

                -   

 

 

 

               -   

Common stock, $.001 par value, 100,000,000 shares authorized, 4,366,649 shares issued and outstanding April 30, 2013 and April 30, 2012 respectively

 

 

          4,367

 

 

 

4,367

Additional paid in capital

 

 

      189,339

 

 

 

21,733

Deficit accumulated during the development stage

 

 

    (214,689)

 

 

 

   (179,264)

  

 

 

 

 

 

 

 

TOTAL STOCKHOLDERS'S DEFICIT

 

 

      (20,983)

 

 

 

   (153,164)

  

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS'S DEFICIT

 

$

                -   

 

 

$

         1,055

  

 

 

 

 

 

 

 

See accompanying notes to  financial statements




26





CHINA XIBOLUN TECHNOLOGY HOLDINGS CORPORATION.

(FORMERLY KNOWN AS DIMUS PARTNERS, INC.)

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED APRIL 30,2013 AND 2012
AND FOR THE PERIOD FROM MAY 24, 2007 (INCEPTION) THROUGH APRIL 30, 2013

  

 

 

 

 

 

 

 

 

 

  

 

The Year Ended April 30,

 

Inception through

  

 

2013

 

2012

 

 April 30, 2013

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

    General and administrative expenses

 

$

             (49,747)

 

$

      (60,824)

 

$

            (217,029)

    Depreciation

 

 

                -   

 

 

           (268)

 

 

                (6,631)

 

 

 

 

 

 

 

 

 

 

OPERATING LOSS

 

$

       (49,747)

 

$

      (61,092)

 

$

            (223,660)

 

 

 

 

 

 

 

 

 

 

 Interest expense

 

 

         (2,988)

 

 

        (4,533)

 

 

              (8,339)

 

 

 

 

 

 

 

 

 

 

Gain on settlement of liabilities

 

 

         17,310

 

 

                -   

 

 

                17,310

  

 

 

 

 

 

 

 

 

 

NET LOSS

 

$

       (35,425)

 

$

      (65,625)

 

$

            (214,689)

  

 

 

 

 

 

 

 

 

 

Net loss per share:

 

 

 

 

 

 

 

 

 

        Net loss per share, Basic and diluted

 

$

           (0.01)

 

$

          (0.02)

 

 

 

       Weighted average shares outstanding, Basic and diluted

 

 

4,366,649

 

 

4,366,649

 

 

 

  

 

 

 

 

 

 

 

 

 

See accompanying notes to  financial statements

 

 

 





27






CHINA XIBOLUN TECHNOLOGY HOLDINGS CORPORATION.

(FORMERLY KNOWN AS DIMUS PARTNERS, INC.)

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

ADDITIONAL

 

Stock

 

 

 

           TOTAL

  

 

COMMON

 

 

 

 PAID-IN

 

Subscription

 

ACCUMULATED

 

SHAREHOLDERS'

  

 

STOCK

 

AMOUNT

 

CAPITAL

 

Receivable

 

DEFICIT

 

EQUITY

  

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at May 24, 2007

 

 -

 

 $

 -

 

 $

 -

 

 $

               -   

 

 $

 -

 

 $

                     -   

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued to founders for services

2,000,000

 

 

   2,000

 

 

                (1,000)

 

 

               -   

 

 

                  -   

 

 

                1,000

Recapitalization

 

2,000,000

 

 

   2,000

 

 

                (2,000)

 

 

               -   

 

 

                  -   

 

 

                     -   

Net Loss

 

                 -   

 

 

         -   

 

 

                       -   

 

 

               -   

 

 

         (18,806)

 

 

            (18,806)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at April 30, 2008

 

    4,000,000

 

 $

   4,000

 

 $

                (3,000)

 

 $

               -   

 

 $

         (18,806)

 

 $

            (17,806)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash

 

91,656

 

 

        92

 

 

13,658

 

 

               -   

 

 

                  -   

 

 

              13,750

Stock subscription receivable

 

29,999

 

 

        30

 

 

4,470

 

 

       (4,500)

 

 

                  -   

 

 

                     -   

Common stock issued for services

 

200,000

 

 

      200

 

 

                  (100)

 

 

               -   

 

 

                  -   

 

 

                   100

Net loss

 

                 -   

 

 

         -   

 

 

                       -   

 

 

               -   

 

 

         (27,498)

 

 

            (27,498)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at April 30, 2009

 

4,321,655

 

$

4,322

 

 $

15,028

 

 $

       (4,500)

 

 $

        (46,304)

)

 $

            (31,454)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash

 

44,994

 

 

        45

 

 

6,705

 

 

               -   

 

 

                  -   

 

 

                6,750

Stock subscription receivable collected

                 -   

 

 

         -   

 

 

                       -   

 

 

         4,500

 

 

                  -   

 

 

                4,500

Net Loss

 

                 -   

 

 

         -   

 

 

                       -   

 

 

               -   

 

 

        (29,246)

 

 

            (29,246)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at April 30, 2010

 

    4,366,649

 

 $

   4,367

 

 $

               21,733

 

 $

               -   

 

 $

         (75,550)

 

 $

            (49,450)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

                 -   

 

 

         -   

 

 

                       -   

 

 

               -   

 

 

         (38,089)

 

 

            (38,089)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at April 30, 2011

 

    4,366,649

 

 $

   4,367

 

 $

               21,733

 

 $

               -   

 

 $

       (113,639)

 

 $

            (87,539)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

                 -   

 

 

         -   

 

 

                       -   

 

 

               -   

 

 

         (65,625)

 

 

            (65,625)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at April 30, 2012

 

    4,366,649

 

 $

   4,367

 

 $

               21,733

 

 $

               -   

 

 $

       (179,264)

 

 $

          (153,164)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

                 -   

 

 

         -   

 

 

                       -   

 

 

               -   

 

 

         (35,425)

 

 

            (35,425)

Settlement of liabilities by shareholder on behalf of Company

 

                 -   

 

 

         -   

 

 

             170,040

 

 

               -   

 

 

                  -   

 

 

            170,040

Interest payable converted to equity

 

-

 

 

-

 

 

(2,434)

 

 

 

 

 

 

 

 


           (2,434)

Balance at April 30, 2013

 

    4,366,649

 

 $

   4,367

 

 $

             189,339

 

 $

               -   

 

 $

       (214,689)

 

 $

            (20,983)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to  financial statements




29





CHINA XIBOLUN TECHNOLOGY HOLDINGS CORPORATION.

(FORMERLY KNOWN AS DIMUS PARTNERS, INC.)

(A DEVELOPMENT STAGE COMPANY)

 STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED APRIL 30, 2013 AND 2012,
AND FOR THE PERIOD FROM MAY 24, 2007 (INCEPTION) THROUGH APRIL 30, 2012

  

 

 

 

 

 

 

  

The Year ended April 30,

 

Inception through

  

2013

 

2012

 

 April 30, 2013

OPERATING ACTIVITIES:

 

 

 

 

 

Net loss

$

            (35,425)

 

$

            (65,625)

 

$

          (214,689)

Adjustments to reconcile net loss to net cash useed in operating activities:

 

 

 

 

 

 

 

 

     Depreciation and amortization

 

                       -

 

 

                   268

 

 

               6,631

     Gain on settlement of liabilities

 

             (17,310)

 

 

                        -

 

 

            (17,310)

    Common shares issued for services

 

                     -   

 

 

                        -

 

 

               1,100

    Interest payable converted to equity

 

(2,434)

 

 

 

 

 

(2,434)

Changes in operating assets and liabilities:

 

                       -

 

 

                        -

 

 

                       -

    Accounts payable and accrued expenses

 

              48,114

 

 

              23,391

 

 

           110,490

NET CASH USED IN OPERATING ACTIVITIES

 

              (7,055)

 

 

            (41,966)

 

 

          (116,212)

  

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

    Purchase of equipment

 

                       -

 

 

                        -

 

 

              (6,631)

NET CASH USED IN INVESTING ACTIVITIES

 

                       -

 

 

                        -

 

 

              (6,631)

  

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

    Common shares issued for cash

 

                       -

 

 

                        -

 

 

             25,000

    Advances from related parties

 

                       -

 

 

                        -

 

 

             45,254

    Proceeds from line of credit - related party

 

                6,000

 

 

              42,589

 

 

             52,589

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

                6,000

 

 

              42,589

 

 

           122,843

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

              (1,055)

 

 

                   623

 

 

                       -

  

 

 

 

 

 

 

 

 

    Cash, beginning of period

 

                1,055

 

 

                   432

 

 

                       -

  

 

 

 

 

 

 

 

 

    Cash, end of period

$

                       -

 

$

                1,055

 

$

                       -

  

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES:

 

 

 

 

 

 

 

 

    Interest paid

$

                     10

 

$

                   114

 

$

                  421

    Settlement of liabilities by shareholder on behalf of Company, including accounts payable, advances from related parties, and line of credit-related parties

$

            170,040

 

$

                      -   

 

$

           170,040

 

 

 

 

 

 

 

 

 

See accompanying notes to  financial statements

 






31




CHINA XIBOLUN TECHNOLOGY HOLDINGS CORPORATION.


(FORMERLY KNOWN AS DIMUS PARTNERS, INC.)


(A DEVELOPMENT STAGE COMPANY)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


APRIL 30, 2013


NOTE 1- Organization and Basis of presentation


Organization


China Xibolun Technology Holdings Corporation (the “Company”) formerly named Dimus Partners, Inc. is a development-stage company.  The Company was incorporated under the laws of the State of Nevada on May 24, 2007. Prior to incorporation on April 30, 2008, Dimus Partners, LLC was a Texas limited liability company effective May 24, 2007.  Dimus Partners, LLC (“DPLLC” or the “Texas Company”) and the Company entered into a Certificate of Exchange whereby the Nevada Corporation acquired 100% of the issued and outstanding membership interest of the Texas Company, in exchange for two million (2,000,000) common shares of the Company.


On September 21, 2012, James Patton, Nathan Pettus and James Pacey (“Sellers”), who were collectively the controlling shareholders of the Company, sold 4,200,000 shares of common stock of the Company to Chin Yung Kong and Anyuan Sun (“Purchasers”) for an aggregated price of $ 190,000.The 4,200,000 shares of common stock represented approximately 96.2% of the total issued and outstanding stock of the Company.  As result of this share purchase transaction, Chin Yung Kong and Anyuan Sun became the controlling shareholders of the Company. The liabilities of $187,350 of the Company prior to September 21, 2012 have been settled by the Company resulting in a $17,310 gain.


On October 11, 2012, we changed our name to China Xibolun Technology Holdings Corporation.


China Xibolun is a strategic, financial and operational consulting company, which plans to consult with clients in an effort to generate additional revenues for such clients, by lowering overhead expenses and/or increasing the clients marketing efforts.  We plan to concentrate on smaller customers who our management believes are typically overlooked by traditional consulting firms which in our management’s experience only focus on larger, higher paying clients. All of our ideas and recommendations will focus on the objective of improving the bottom-line profit results of our future customers.   We also plan to help clients discover and create operational efficiencies by building software and eventually by working to create pre-packaged software products, funding and software creation permitting.



Basis of presentation


The accompanying financial statements of China Xibolun Technology Holdings Corporation. (Formerly known as Dimus Partners, Inc.) (“Xibolun” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America(“US GAAP”).


NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Development Stage Policy


We are a development stage company as defined under Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC”) 915, Development Stage Entities. Our management has limited experience in the consulting business. We have earned no revenues since our formation, have no current clients and



32




have an accumulated deficit during the development stage of $214,689 as of April 30, 2013. We are currently being funded by existing shareholders and anticipate being able to continue our business operations for approximately the next twelve months due to our low overhead and the limited expenses that we have. If we do not have enough money to pay our outstanding liabilities as they become due and/or if we fail to generate any revenues in the future, we will be forced to curtail or abandon our business plan and any investment in us may be lost.


Use of Estimates


The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Estimates are based on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances, the results of which form the basis for judgments about results and the carrying values of assets and liabilities. Actual results and values may differ significantly from these estimates.



Basic and Diluted Loss Per Share


Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed similarly to basic earnings per share except that it includes the dilutive securities outstanding and potential dilution that could occur if dilutive securities were converted. The Company does not have such dilutive securities.


Income Taxes


Nevada of United States is the jurisdiction state that the Company is taxed by.


The Company has adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, “Income Taxes”. This standard requires the use of an asset and liability approach for financial accounting, and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.


The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce any deferred tax assets to the amount that is more likely than not to be realized.


Stock-based compensation


The Company accounts for stock-based compensation awards granted to non-employees by determining the fair value of these awards as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete.



Cash and Cash Equivalents


The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.


Recent Accounting Pronouncements


Management does not anticipate that the recently issued but not yet effective accounting pronouncements will materially impact the Company’s financial condition.



33





NOTE 3 – RELATED PARTY TRANSACTIONS


Expenses of the Company are currently being paid by an affiliate of our controlling shareholders. We have accrued for such expenses at April 30, 2013 but have not been billed.


The Company had periodically received cash advances from the Company’s directors in the past. The entire balance was settled in September 2012.


On November 2, 2010 the Company entered into a $50,000 line of credit with the Company’s president, James Patton.  The line of credit bears interest of 10% per annum (15% if in default) and was settled in full in September 2012. The line of credit is no longer available to the Company.


On September 21, 2012, James Patton, Nathan Pettus and James Pacey (“Sellers”), who are collectively the controlling shareholders of the Company, sold 4,200,000 shares of common stock of the Company to Chin Yung Kong and Anyuan Sun (“Purchasers”) for an aggregated price of $190,000.The 4,200,000 shares of common stock represented approximately 96.2% of the total issued and outstanding stock of the Company.  As result of this share purchase transaction, Chin Yung Kong and Anyuan Sun became the controlling shareholders of the Company.


In conjunction with the September 21, 2012 transaction, all the liabilities of the Company prior to September 21, 2012 were settled by a Company shareholder for $170,040 recorded as Additional paid in capital, resulting in a $17,310 gain.


During the year ended April 30, 2013, Chin Yung Kong, the director and shareholder of the Company, paid $3,232 for the Company’s audit and consultant fee, which has been reported as a liability on the accompanying balance sheet.


NOTE 4 – GOING CONCERN


There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support the Company’s working capital requirements.  To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient to support the Company’s working capital requirements, the Company will have to raise additional working capital from additional financing.  No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.  If adequate working capital is not available, the Company may not be able continue its operations.


These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.


NOTE 5 –INCOME TAXES


Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. The provision for income taxes differs from the result which would be obtained by applying the statutory income tax rate of 34% to income before income taxes.


At April 30, 2013 and 2012, deferred tax assets consisted of the following:


 

2013

  

2012

Deferred tax assets 

 

 

 

 

 

     Net operating losses 

$

72,994

  

 $

61,000

Less: valuation allowance 

  

          (72,994)

  

  

            (61,000)

  

  

  

  

  

  

Net deferred tax asset 

$

                   -   

  

 $

                     -   


The deferred tax assets and valuation allowance increased by $11,994 during 2013. At April 30, 2013, the Company had an unused net operating loss carry-forward $214,689 that is available to offset future taxable income; the loss carry-forward will start to expire in 2029.


During the years ended April 30, 2013 and 2012, the effective tax rate of the Company is reconciled to the U.S. federal statutory rate, as follows:


 

2013

  

2012

U.S. federal statutory rate 

34%

 

34%

Change in valuation allowance 

-34%

  

-34%

  

  

  

  

  

  

Effective tax rate 

                         -   

  

                           -   



NOTE 6 –CAPITAL STOCK


The Company’s authorized capital stock consists of 100,000,000 shares of common stock with a par value of $.001 per share, and 10,000,000 shares of preferred stock with a par value of $.001 per share.



On October 14, 2008, the Company authorized a 2:1 forward split of common stock shares.  This has been presented retroactively in these financial statements.



On April 29, 2008, the Company entered into an Exchange Agreement with DPLLC, whereby the members of DPLLC exchanged 100% of the outstanding membership interests of DPLLC for 2,000,000 shares (post-split) of common stock of the Company.  Upon completion of the Exchange Agreement, DPLLC became a wholly owned subsidiary of the Company. This share exchange transaction constituted a reverse merger and a recapitalization of the Company.  In conjunction with this reverse merger, the historical accounts of DPLLC become the historical accounts of the Company for accounting purposes.



In October 2008, the Company issued 200,000 shares (post-split) of its common stock at par value to its legal counsel for services rendered. The fair value of the share-based payment has been recorded as an expense and additional paid-in capital in the accompanying financial statements.



During the year ended April 30, 2009, the Company issued 91,656 shares of common stock to investors in a private placement at $.15 per share, for cash proceeds of $13,750.



The Company also issued 29,999 shares of common stock for subscription receivables of $4,500 during 2009. The Company collected the $4,500 subscription receivable in 2010.



During the year ended April 30, 2010, the Company issued 44,994 shares of common stock were issued to investors at $.15 per share, for cash proceeds of $6,750.



35





On September 21, 2012, James Patton, Nathan Pettus and James Pacey (“Sellers”), who are collectively the controlling shareholders of the Company, sold 4,200,000 shares of common stock of the Company to Chin Yung Kong and Anyuan Sun (“Purchasers”) for an aggregated price of $190,000.The 4,200,000 shares of common stock represented approximately 96.2% of the total issued and outstanding stock of the Company.  As result of this share purchase transaction, Chin Yung Kong and Anyuan Sun became the controlling shareholders of the Company.







36