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EXCEL - IDEA: XBRL DOCUMENT - ASIA PACIFIC BOILER CorpFinancial_Report.xls
EX-32 - SECTION 906 CERTIFICATION UNDER THE SARBANES-OXLEY ACT OF 2002 OF THE CFO - ASIA PACIFIC BOILER Corpexhibit322.htm
EX-32 - SECTION 906 CERTIFICATION UNDER THE SARBANES-OXLEY ACT OF 2002 OF THE CEO - ASIA PACIFIC BOILER Corpexhibit321.htm
EX-31 - SECTION 302 CERTIFICATION UNDER THE SARBANES-OXLEY ACT OF 2002 OF THE CFO - ASIA PACIFIC BOILER Corpexhibit312.htm
EX-31 - SECTION 302 CERTIFICATION UNDER THE SARBANES-OXLEY ACT OF 2002 OF THE CEO - ASIA PACIFIC BOILER Corpexhibit311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

[X]

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

For the fiscal year ended

June 30, 2013

[ ]

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

For the transition period from

[ ] to [ ]

Commission file number

333-176312

     

 

ASIA PACIFIC BOILER CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada

 

N/A

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

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

 

N/A

(Address of principal executive offices)

 

(Zip Code)

Registrant's telephone number, including area code:

 

+852-3875-3362

 

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

Title of Each Class

 

Name of Each Exchange On Which Registered

None

 

None

 

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

N/A

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. 

 

Yes ¨  No 

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 

 

 

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

 

Yes x  No ¨ 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 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.

 

¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition 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 ¨  No 

The aggregate market value of Common Stock held by non-affiliates of the Registrant on December 20, 2012 was $715,000 based on a $0.05 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

 

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

31,800,000 common shares as of September 19, 2013.

 

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 

 

 

 

2


 

TABLE OF CONTENTS

 

Item 1.           Business . 4                                                                                                                                                                                                      4

Item 1A.        Risk Factors. 5                                                                                                                                                                                                  5

Item 1B.        Unresolved Staff Comments. 5                                                                                                                                                                              5

Item 2.           Properties . 5                                                                                                                                                                                                     5

Item 3.           Legal Proceedings. 5                                                                                                                                                                                           5

Item 4.           Mine Safety Disclosures. 5                                                                                                                                                                                   5

Item 5.           Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.  6                                                               6

Item 6.           Selected Financial Data. 7                                                                                                                                                                                     7

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

Item 7A.        Quantitative and Qualitative Disclosures About Market Risk. 11                                                                                                                                   11

Item 8.           Financial Statements and Supplementary Data. 11                                                                                                                                                      11

Item 9.           Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 20                                                                                          12

Item 9A.        Controls and Procedures. 20                                                                                                                                                                                  12

Item 9B.        Other Information. 21                                                                                                                                                                                            13

Item 10.         Directors, Executive Officers and Corporate Governance. 21                                                                                                                                         13

Item 11.         Executive Compensation. 25                                                                                                                                                                                   17

Item 12.         Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 27                                                                              19

Item 13.         Certain Relationships and Related Transactions and Director Independence. 28                                                                                                               20

Item 14.         Principal Accountant Fees and Services.  28                                                                                                                                                             20

Item 15.         Exhibits and Financial Statement Schedules. 30                                                                                                                                                         22

 

 

 

 

 

 

 

 

 

 

 

 

3

 


 

PART I

Item 1.           Business

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

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

Corporate History

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

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

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

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

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

 

4


 

Previously we intended to offer real estate consulting services through our website to persons located in North America and around the world, who are interested in investing in real estate located in Panama.  We intended to cater to the newly located or inexperienced real estate investors who did not have a preexisting relationship with a real estate agent in Panama. Our plan was to assist the investor by locating qualified local real estate agents in Panama who would assist with the issues relating to the purchase of real property in Panama. For providing such service, we were to be paid a fee by our customer once the purchase is made.

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

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

With the change of management, we are seeking to diversify our business.  Our management is presently engaged in the search and evaluation of available opportunities to diversify our business and to increase shareholder value by seeking to transition or effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business.
    

Insurance

We do not maintain any insurance relating to our business or operations.

Employees

We are a development stage company and currently have no employees, other than our officers, and our sole director. We intend to hire additional employees on an as needed basis.

Item 1A.        Risk Factors

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

Item 1B.        Unresolved Staff Comments

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

Item 2.           Properties

Our business office is located at Our business office is Unit 10 & 11, 26th Floor, Lippo Center, Tower 2, 89 Queensway Admiralty, Hong Kong.

Item 3.           Legal Proceedings

There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

Item 4.           Mine Safety Disclosures

Not Applicable.

 

5


 

PART II

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

In the United States, our common shares are quoted on the Over-the-Counter Bulletin Board under the symbol “PADR.” The following quotations, obtained from Stockwatch, reflect the high and low bids for our common shares based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

The high and low bid prices of our common stock for the periods indicated below are as follows:

OTC Bulletin Board(1)

 

Quarter Ended

 

High

 

 

Low

 

June 30, 2013

 

$2.00

 

 

$0.05

 

March 31, 2013

 

$0.05

 

 

$0.05

 

December 31, 2012

 

$0.05

 

 

$0.05

 

September 30, 2012

 

$0.05

 

 

$0.05

 

June 30, 2012

 

$0.25

 

 

$0.00

 

March 31, 2012(2)

 

N/A

 

 

N/A

 

December 31, 2011(2)

 

N/A

 

 

N/A

 

September 30, 2011(2)

 

N/A

 

 

N/A

 

June 30, 2011(2)

 

N/A

 

 

N/A

 

 

(1)     Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

(2)     Our common shares began trading on the Over-the-Counter Bulletin Board on June 26, 2012.

Our transfer agent is Quicksilver Stock Transfer, 6623 Las Vegas Blvd. South, #255 Las Vegas, Nevada 89119, telephone: (702) 629-1883; fax: (702) 562-9791.

Holders

As of September 19, 2013, there were 44 holders of record of our common stock. As of such date, 31,800,000 shares of our common stock were issued and outstanding.

Dividends

We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

We did not sell any equity securities which were not registered under the Securities Act during the year ended June 30, 2013 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended June 30, 2013.

Equity Compensation Plans

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

6


 

Purchases of Equity Securities by the Company

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended June 30, 2013.

Item 6.           Selected Financial Data

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

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

The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended June 30, 2013 and June 30, 2012 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 6 of this annual report.

Plan of Operation

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

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

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

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

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

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

 

7


 

1.     

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

 

2.     

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

 

 

3.     

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

 

4.     

Within 120 to180 days from the initial launch of our marketing program, we believe that we will begin generating fees from our advisory services.

     
In summary, subsequent to the completion of our offering, we intend to implement our business plan and expect to begin engaging clients. We anticipate that we will generate revenue once we begin our operations. 

Limited operating history; need for additional capital

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

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

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

Cash Requirements

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

Estimated Funding Required During the Next 12 Months

Expense

Amount

Consulting fees

$

20,000

Professional fees

$

12,000

Other general administrative expenses

$

18,000

Total

$

50,000

 
8

 

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

Results of Operations

The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended June 30, 2013 and 2012 which are included herein.

Our operating results for the years ended June 30, 2013 and 2012 are summarized as follows:

 

 

Years Ended

June 30,

 

 

 

2013

 

 

2012

 

Consulting fees

 

15,259

 

 

21,014

 

Management fees

 

17,776

   

-

 

Legal and accounting fees

 

20,936

 

 

13,500

 

General and administrative expenses

 

947

 

 

8,784

 

Net Loss

 

(54,918)

 

 

(43,298

Operating expenses for the year ended June 30, 2013 were $54,918 compared with $43,298 for the year ended June 30, 2012.  The $11,620 increase in operating expenses was attributed to hiring a management team. Operating expenses for the period from June 23, 2011 (inception) to June 30, 2013 were $98,216.

Liquidity and Capital Resources

Working Capital

 

 

Year Ended

June 30,

2013

 

 

 

Year Ended

June 30,

2012

 

Total current assets

$

Nil

 

 

$

13,862

 

Total liabilities

$

48,716

 

 

$

7,660

 

Working capital (deficit)

$

(48,716

)

 

$

6,202

 

    

Cash Flows

 

 

 

Year ended

June 30,

2013   

 

 

 

 

Year ended

June 30,

2012

 

Net cash provided by (used in) operating activities

$

(34,135

)

 

$

(42,638

)

Net cash provided by financing activities

$

20,273

 

 

$

56,500

 

Net change in cash

$

(13,862)

 

 

$

13,862

 

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

As of June 30, 2013, our total current assets were $Nil and our total current liabilities were $48,716. We had cash of $Nil as of June 30, 2013 and a working capital deficit of $48,716.

 

9


 

From our inception on June 23, 2011 to June 30, 2013 we spent $76,773 on operating activities. During the year ended June 30, 2013 we spent $34,135 on operating activities, whereas we spent $42,638 on operating activities during the year ended June 30, 2012. The $8,503 decrease in our expenditures on operating activities is due to carrying larger payable balance during the year ended June 30, 2013.

During the years ended June 30, 2013and 2012 we had no investing activities.

During the year ended June 30, 2013 $20,273 was provided by financing activities compared to $56,500 provided by financing activities during the year ended June 30, 2012.

Going Concern

The financial statements accompanying this report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As at June 30, 2013, our company has accumulated losses of $98,216 since inception. We have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above in their report on the financial statements for the year ended June 30, 2013, our  independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Future Financings

We anticipate continuing to rely on equity sales of our shares of common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned activities.

Off-Balance Sheet Arrangements

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

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

 

10


 

Critical Accounting Policies 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Basic and Diluted Earnings (Loss) Per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the year ended June 30, 2013, there were no potentially dilutive securities outstanding.

Cash and Cash Equivalents

Our company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of the year ended June 30, 2013, there were no cash equivalents.

Development Stage Company

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

Income Taxes

Our company accounts for income taxes under the Financial Accounting Standards Board of Financial Accounting Standard ASC 740, "Accounting for Income Taxes." Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. There was no current or deferred income tax expense or benefits for years ending June 30, 2013 and 2012.

Recently Issued Accounting Pronouncements

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

Item 7A.        Quantitative and Qualitative Disclosures About Market Risk

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

Item 8.           Financial Statements and Supplementary Data

 

11


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and Stockholders

Asia Pacific Boiler Corporation

(A Development Stage Company)

Queensway Admiralty, Hong Kong

 

We have audited the accompanying balance sheets of Asia Pacific Boiler Corporation ( a development stage company) (the “Company”) as of June 30, 2013 and 2012, and the related statements of expenses, stockholders’ equity and cash flows for the year then ended and the period from June 23, 2011 (inception) through June 30, 2013. These financial statements are the responsibility of Asia Pacific Boiler Corporation management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Asia Pacific Boiler Corporation. internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2013 and 2012 and the results of its operations and its cash flows for the years then ended and the period from inception through June 30, 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ MALONEBAILEY, LLP

www.malonebailey.com

Houston, Texas

 

September 30, 2013

 

 

 

 

 

 

F-1

 


 

 

Asia Pacific Boiler Corp.

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

 

 

June 30,
2013

 

June 30,
2012

ASSETS

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash

$

-

$

13,862

TOTAL ASSETS

$

-

$

13,862

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable

$

21,443

$

660

 

Advances

 

3,500

 

-

 

Advanced from Related Party

 

23,773

 

7,000

TOTAL LIABILITIES

 

48,716

 

7,660

 

 

 

 

 

Stockholders’ Equity (Deficit)

 

 

 

 

 

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

 

-

 

 

-

 

Common Stock, $0.00001 par value, 400,000,000 shares authorized, 31,800,000 shares issued and outstanding

 

318

 

318

 

Additional paid in capital

 

49,182

 

49,182

 

Deficit accumulated during the development stage

 

(98,216)

 

(43,298)

 

 

 

 

 

 

Total Stockholders’ Equity (Deficit)

 

(48,716)

 

6,202

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

-

$

13,862

 

 

 

 

 

 

 

See accompanying summary of accounting policies and notes to the financial statements.
F-2


 

 

Asia Pacific Boiler Corp.

(fka Panama Dreaming Inc.)

(An Exploration Stage Company)

Statement of Expenses

 

 

 

For the period

From

June 23, 2011

(Inception)

 

 

Year Ended

June 30, 2013

 

Year Ended
June 30, 2012

 

Through

June 30, 2013

COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consulting fees

$

15,259

 $

21,014

$

36,273

 

Management fees

 

17,776

 

-

 

17,776

 

Legal & accounting

 

20,936

 

13,500

 

34,436

 

General & administrative

 

947

 

8,784

 

9,731

 

 

 

 

 

 

 

NET LOSS

$

(54,918)

$

(43,298)

$

(98,216)

 

 

 

 

 

 

 

NET LOSS PER COMMON SHARE -

 

 

 

 

 

 

 

BASIC AND DILUTED

$

(0.00)

 

(0.00)

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE

 

 

 

 

 

 

 

COMMON SHARES OUTSTANDING- BASIC AND DILUTED

 

31,800,000

 

23,792,896

   
                 

 

 

 

 

 

 

 

 

 

 

See accompanying summary of accounting policies and notes to the financial statements.
F-3

 

 

Asia Pacific Boiler Corp.

(fka Panama Dreaming Inc.)

(A Development Stage Company)

Statement of Stockholders' Equity

For the period from June 23, 2011 (inception) to June 30, 2013

         

 

Additional

 

Deficit

Accumulated


 

Total

 

Common Stock

 

 Paid-in 

 

During Development

 

 

Stockholders'

 

Shares

 

Amount 

 

Capital

 

Stage

 

 

Equity

 

Common stock issue d for cash on June 23,   

 

 

 

 

 

 

 

 

 

 

2011(inception) at $0.00001 per share   

20,000,000

$

200 

$

19,800 

 

 

$

20,000

 

Net loss

-  

 

-   

 

 

-

 

 

-

 

Balance, June 30, 2011

20,000,000

$

200

$

19,800 

$

-

 

$

20,000

 

 

 

 

 

 

 

 

 

 

 

Common Stock issued for cash on May 30,

 

 

 

 

 

 

 

 

 

 

2012 at $0.01 per share

11,800,000

$

118

$

29,382

 

-

 

 

29,500

 

 

 

 

 

 

 

 

 

 

 

Net loss

-

 

-

 

-

 

(43,298)

 

 

(43,298)

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2012

31,800,000

$

318

$

49,182

$

(43,298)

 

$

6,202

 

 

 

 

 

 

 

 

 

 

 

Net Loss

-

 

-

 

-

 

(54,918)

 

 

(54,918)

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2013

31,800,000

$

318

$

49,182

$

(98,216)

 

$

(48,716)

 

 

 

 

 

 

 

 

 

 

See accompanying summary of accounting policies and notes to the financial statements.
F-4


 

 

Asia Pacific Boiler Corp.

(fka Panama Dreaming Inc.)

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

 

 

Year Ended

June 30,

 

Year Ended

June 30,

 

Inception

(June 23, 2011) Through

June 30,

 

 

2013

 

2012

 

2013

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

$

(54,918)

$

(43,298)

$

(98,216)

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts Payable

 

20,783

 

660

 

21,443

NET CASH USED IN OPERATING ACTIVITIES

 

(34,135)

 

(42,638)

 

(76,773)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from sales of common stock

 

-

 

49,500

 

49,500

Repayments on advances

 

(3,500)

 

7,000

 

3,500

Related party payables

 

23,773

 

-

 

23,773

NET CASH PROVIDED BY FINANCING

ACTIVITIES

 

20,273

 

56,500

 

76,773

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

(13,862)

 

13,862

 

-

CASH AT BEGINNING OF PERIOD

 

13,862

 

-

 

-

 

 

 

 

 

 

 

CASH AT END OF PERIOD

$

-

$

13,862

$

-

 

 

 

 

 

 

 

SUPPLEMENTAL CASHFLOW DISCLOSURES

 

 

 

 

 

 

Interest Paid

 

-

 

-

 

-

Income Taxes Paid

 

-

 

-

 

-

 

 

 

 

 

 

 

 

See accompanying summary of accounting policies and notes to the financial statements.
F-5


 

Asia Pacific Boiler Corp.
(fka Panama Dreaming Inc.)
(A Development Stage Company)
Notes to the Financial Statements

NOTE 1.  BASIS OF PRESENTATION

 

Asia Pacific Boiler Corp. (fka Panama Dreaming Inc.) (“Asia Pacific” or the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America. Asia Pacific was incorporated in Nevada on June 23, 2011 for the purpose of offering real estate consulting services to persons located in North America who are interested in investing in real estate located in Panama.  The Company has elected June 30 as its fiscal year-end.

 

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

  

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Development Stage Company


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

 

Basic and Diluted Earnings (Loss) Per Share.  

 

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the year ended June 30, 2013, there were no potentially dilutive securities outstanding.

 

Cash and Cash Equivalents.  

 

Asia Pacific considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of June 30, 2013, there were no cash equivalents.

 

Income Taxes:  

 

The Company accounts for income taxes under the Financial Accounting Standards Board of Financial Accounting Standard ASC 740, "Accounting for Income Taxes." Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740,the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. There was no current or deferred income tax expense or benefits for the periods ending June 30, 2013 and 2012.

 

F-6


 

Asia Pacific Boiler Corp.
(fka Panama Dreaming Inc.)
(A Development Stage Company)
Notes to the Unaudited Financial Statements

 

Recently Issued Accounting Pronouncements.  

 

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

 

NOTE 3.  GOING CONCERN

These financial statements have been prepared on a going concern basis, which implies Asia Pacific will continue to meet its obligations and continue its operations for the next fiscal year. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Asian Pacific be unable to continue as a going concern. As of June 30, 2013, Asia Pacific has not generated revenues and has accumulated losses of $98,216 since inception. The continuation of Asia Pacific as a going concern is dependent upon the continued financial support from its shareholders, the ability of Asia Pacific to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Asia Pacific’s ability to continue as a going concern.

NOTE 4.  ADVANCES     

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

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

NOTE 5.  RELATED PARTY TRANSACTIONS     

As of June 30, 2013, the Company’s previous president and sole director John Gong has loaned the Company $23,773 to cover expenses related to its operations. The loan is non-interest bearing, and payable on demand. As of June 30, 2012, $7,000 was due to the previous president, Miguel Miranda as noted in Note 4.

During the year ended June 30, 2013, $700 was paid to the former President for services provided to the Company.

During the year ended June 30, 2013, $17,076 was paid to G Capital Limited for providing management services to the Company.

NOTE 6. - STOCKHOLDER’S EQUITY

  

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

 

 

 

 

 

 

F-7


 

Asia Pacific Boiler Corp.
(fka Panama Dreaming Inc.)
(A Development Stage Company)
Notes to the Unaudited Financial Statements

 

NOTE 7. - INCOME TAXES

  
The Company has net operating losses of approximately $98,000 which begin expiring in 2031. The potential benefit of the company’s net operating losses has not been recognized in these financial statements because the company cannot be assured it is more likely-than-not it will utilize the net operating losses carried forward.

 

 

2013

 

2012

Deferred Tax Assets and Liabilities:

 

 

 

 

 

Net operating loss carryforwards

 $

33,000

 

 $

14,721

Valuation allowance

 

(33,000)

 

 

(14,721)

Net deferred tax assets

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-8


 

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

There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and subsequent interim periods.

Item 9A.        Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), our company carried out an evaluation, with the participation of our company’s management, including our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), of the effectiveness of our company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Report. Based upon that evaluation, our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) concluded that our company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by our company in the reports that our company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our company’s management, including our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), as appropriate, to allow timely decisions regarding required disclosure.

Management's Annual Report on Internal Control Over Financial Reporting

The management of our company is responsible for establishing and maintaining adequate internal control over financial reporting for our company.  Our internal control system was designed to, in general, provide reasonable assurance to our company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our company’s internal control over financial reporting as of June 30, 2013.  The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of June 30, 2013, our company’s internal control over financial reporting was effective for the purposes for which it is intended

This report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by our company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this Report.

Changes in Internal Control over Financial Reporting

There was change in our internal control over financial reporting during the quarter ended June 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

12


 

Item 9B.        Other Information

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

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

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

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

PART III

Item 10.         Directors, Executive Officers and Corporate Governance

The following individuals serve as the directors and executive officers of our company as of the date of this annual report. All directors of our company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

Name

Position Held
with our company

Age

Date First Elected or
Appointed 

John Gong Chin Ong

Chairman and Director

47

September 24, 2012

Qin XiuShan

President

43

November 22, 2012

Yang Chin Leong

Chief Financial Officer, Secretary and Treasurer

60

November 22, 2012

  

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

 

13


 

John Gong Chin Ong – Chairman and Director

John Gong Chin Ong was appointed as or president, chief executive officer, chief financial officer, secretary, treasurer and director on September 24, 2012.  On November 30, 2012 he resigned as president, chief executive officer, chief financial officer, secretary, treasurer and was appointed as chairman.  Mr. John Gong has worked for several major financial institutions, including Citibank, N.A. Singapore, where he was an Investment Manager in the investment advisory and investment management unit, Peregrine Investment Holdings, UBS, (as an Associate Director), Merrill Lynch International Bank (as a Vice President) and Head of Investments at Allied Capital Management.  He was employed upon graduation as a Management Associate at Citibank in 1988, where he was responsible for asset allocation and strategic investment input to the banks’ Investment Policy Committee. He started the Asian Discretionary Portfolio for Citibank clients (AD) which invest funds in the Asian equity markets. Besides being involved in managing the funds and advising clients on various investments and mergers / acquisitions, he has also written several articles on the economic and investment environment for Asia, on behalf of the bank in its Monthly Economic Review, and other publications for use by the bank's relationship managers and clients. The Singapore newspaper, Straits Times, has quoted some of his views and comments.  He is active in raising funds for companies from large private equity investors and through the International Capital Markets and is advisor to several large multinational and publicly-listed companies in South East Asia, and USA. He has also a strong relationship with major global private equity firms, investment banks, and securities lawyers, accountants, and other investment securities service providers.  Mr. Gong graduated from Washington State University, Washington, U.S.A., in 1986 with a Bachelor of Business Administration degree, with a concentration in Finance at the age of 19. He has been a guest speaker at the National University of Singapore. Mr Gong qualified as a Chartered Financial Analyst (CFA) in 1992, and is a Life Member of the American Association of Individual Investors (USA), Life member of Computerized Investing (USA), and was a Member of Association of Investment Management Research, and Member of Institute of Chartered Financial Analysts.  We appointed Mr. Gong as an officer and director of our company because of his experience and success with capital raising and investment banking, given the critical aspect of capital raising for startup companies.

Qin XiuShan - President

Qin XiuShan was appointed as president of our company on November 22, 2012.  Mr. Qin XiuShan is a native of Inner Mongolia, Han and is also a Senior Engineer. Mr. Qin graduated from the Renmin University of China in 1993, and earned his MBA in 1998. He has worked as senior management for numerous large enterprises, and has over 20 years of industrial investment and management experience.  Currently, Mr. Qin serves as the Chairman and Executive Director of the Inner Mongolia YuLong Pump Co., Ltd., Hohhot Deason Boiler Manufacturers Limited, and Shenzhen Financial Harbour Investment Guarantee Co., Ltd.  Mr. Qin Xiushan is an outstanding private entrepreneur in Inner Mongolia, China. His subordinates and the enterprises under his management, have won several awards from the Government and relevant organizations.  We appointed Mr. Qin because of his extensive business experience and knowledge of the boiler industry in China, the local laws and the investing environment.

 

 

 

 

 

 

 

14


 

Yang (Simon) Chin Leong – Chief Financial Officer, Secretary and Treasurer

Yang (Simon) Chin Leong was appointed as chief financial officer, secretary and treasurer of our company on November 22, 2012.  Simon Yang graduated from University of Otago, New Zealand and was admitted into New Zealand Society of Accountants in 1981 as an Associate Chartered Accountant. Mr. Yang spent the first three years of his career in a professional accounting firm and thereafter was in the finance functions in commercial business sectors.  Mr. Yang worked with Barr Burgess & Stewart (affiliate firm of then Coopers & Lybrand) for three years after graduation in New Zealand and moved back to Singapore in 1980 where he worked for a short period with European Standards Electronics (now known as Thomson Multi Media) as an accountant and then joined the Member firm of SIMEX, Sin Huat Bullion Pte. Ltd. (a founding member firm of the predecessor to SIMEX;GES, the Gold Exchange of Singapore) as its Administration and Finance Manager . This was followed by being the Internal Audit/Manager as well as Director of Operations for subsidiary companies of Tuan Sing Limited and serving as company Director of the subsidiary companies in Malaysia.  Simon Yang then joined American multi-national telecommunication company AT&T Consumer Products as its Methods/Audit Manager initially and was later reassigned to the finance department as its Accounting Manager.  Mr. Yang left to join NatSteel Electronics as Finance and Administration Director and moved on to the investment holding company of NatSteel Limited, NatSteel Technology Limited, as its Chief Financial Officer. Subsequently he left to join WyWy Creative Lifestyle (a joint venture firm between Singapore Technology Group and WyWy Group) as its Chief Operating Officer running family lifestyle business.  After a very long professional career Simon left to pursue his own interests.  Mr. Yang was appointed for his knowledge of accounting rules and regulations, corporate governance, internal control and experience in financial management for a large corporation and public companies.

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

1.

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

 

 

2.

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

 

 

3.

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

 

 

4.

been found by a court of competent jurisdiction in a civil action or by the SEC 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;

 

 

5.

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

15


 

6.

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

       
Conflicts of Interest
 

There are no conflicts of interest. Further, we have not established any policies to deal with possible future conflicts of interest.

Audit Committee Financial Expert

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.

Audit Committee and Charter

We have a separately-designated audit committee of the board. Audit committee functions are performed by our board of directors. None of our directors are deemed independent. All directors also hold positions as our officers. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. Our audit committee charter was attached as an exhibit to our annual report filed on Form 10-K with the Securities and Exchange Commission on September 12, 2012.

Code of Ethics

We adopted a Code of Ethics applicable to all of our directors, officers, employees and consultants, which is a “code of ethics” as defined by applicable rules of the SEC. Our Code of Ethics was attached as an exhibit to our annual report filed on Form 10-K with the Securities and Exchange Commission on September 12, 2012. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our chief executive officer, chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.

We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests may be sent in writing to: Asia Pacific Boiler Corporation, Unit 10 & 11, 26th Floor, Lippo Centre Tower 2, 89 Queensway Admiralty, Hong Kong.

Disclosure Committee and Charter

We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports. Our disclosure committee charter was attached as an exhibit to our annual report filed on Form 10-K with the Securities and Exchange Commission on September 12, 2012

 

16


 

Section 16(a) of the Securities Exchange Act of 1934

Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our officers, directors, and principal stockholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

Item 11.         Executive Compensation

The particulars of the compensation paid to the following persons:

(a)     our principal executive officer;

(b)     our principal financial officer;

(c)     each of our three most highly compensated executive officers who were serving as executive officers at the end of the years ended June 30, 2013 and 2012; and

(d)     up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended June 30, 2013 and 2012,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE     






Name 
and Principal
Position   








Year   







Salary 
($)   







Bonus 
($)   






Stock 
Awards 
($)   






Option 
Awards 
($)   


Non- 
Equity 
Incentive 
Plan 
Compensa-  
tion 
($)   

Change in
Pension 
Value and
Nonqualified 
Deferred 
Compensation 
Earnings 
($)   




All 
Other 
Compensa- 
tion 
($)   







Total 
($)   

John Gong Chin Ong(1)
Chairman and Director

2013
2012

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Qin XiuShan(2)
President

2013
2012

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Yang (Simon) Chin Leong(3)
Chief Financial Officer, Secretary and Treasurer

2013
2012

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

(1)     John Gong Chin Ong was appointed as or president, chief executive officer, chief financial officer, secretary, treasurer and director on September 24, 2012.  On November 30, 2012 he resigned as president, chief executive officer, chief financial officer, secretary, treasurer and was appointed as chairman.

(2)     Qin XiuShan was appointed as president of our company on November 22, 2012.

(3)     Yang (Simon) Chin Leong was appointed as chief financial officer, secretary and treasurer of our company on November 22, 2012.

17


 

Narrative Disclosure to Summary Compensation Table

There are no employment contracts, compensatory plans or arrangements, including payments to be received from our company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with our company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of our company.

Stock Option Plan

Currently, we do not have a stock option plan in favor of any director, officer, consultant or employee of our company.

Stock Options/SAR Grants

During our fiscal year ended June 30, 2013 there were no options granted to our named officers or directors.

Outstanding Equity Awards at Fiscal Year End

No equity awards were outstanding as of the year ended June 30, 2013.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

We have determined that none of our directors are independent directors, as that 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)(15) of the NASDAQ Marketplace Rules.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

 

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Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

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

The following table sets forth, as of September 19, 2013, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner  

Title of Class  

Amount and
Nature of
Beneficial 
Ownership   

Percentage
of 
Class(1)  

John Gong Chin Ong(2)
Unit 10 & 11, 26th Floor
Lippo Centre Tower 2,
89 Queensway Admiralty, Hong Kong

Common

17,500,000

55.03%

Qin XiuShan(3)

No. 3 KeZhen Gon ye Street
Wu Chuan County
Hohhot Inner Mongolia, China

Common

Nil

Nil

Yang (Simon) Chin Leong(4)

Blk. 615, Ang Mo Kio Ave. 4
Unit #05-1013
Singapore 560615

Common

Nil

Nil

Directors and Officers as a group  

Common  

17,500,000

55.03%

 

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided .In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on September 19, 2013. As of September 19, 2013, there were 31,800,000 shares of our company’s common stock issued and outstanding.

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(2)

John Gong Chin Ong is our chairman and director.

(3)

Qin XiuShanis our president.

(4)

Yang (Simon) Chin Leong is our chief financial officer, secretary and treasurer

  
Future sales by existing stockholders

A total of 5,000,000 shares of common stock were issued to our former sole officer and director. All of the shares are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing six months after their acquisition, provided the Company is not a shell company when the shares were issued or prior thereto. A shell company is a corporation with no or nominal assets or its assets consist solely of cash and no or nominal operations. Accordingly, Mr. Miranda, our former sole officer and director, may not resell his shares under Rule 144 of the Act for a period of one year from the date we are no longer a shell company and have filed a Form 8-K with the SEC and disclosed the information required by Item 5.06 thereof.

Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Item 13.         Certain Relationships and Related Transactions and Director Independence

No director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended June 30, 2013, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

Director Independence

We currently act with one director, consisting of John Gong Chin Ong. We have determined that our director is not an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Item 14.         Principal Accountant Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended June 30, 2013 and for fiscal year ended June 30, 2012 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

 

 

20

 

 

Year Ended
June 30,
2013 

Year Ended
June 30,
2012 

Audit Fees

$8,500

$8,500

Audit Related Fees

Nil

Nil

Tax Fees

Nil

Nil

All Other Fees

Nil

Nil

Total  

$8,500

$8,500

 

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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PART IV

Item 15.         Exhibits and Financial Statement Schedules

(a)

Financial Statements

 

 

 

 

(1)

Financial statements for our company are listed in the index under Item 8 of this document

 

 

 

 

(2)

All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

 

 

 

(b)

Exhibits

  

Exhibit No.  

Description  

(3)

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

3.1

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

3.2

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

3.3

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

3.4

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

(14)

Code of Ethics

14.1

Code of Ethics (incorporated by reference to our Annual Report on Form 10-K filed on September 12, 2012)

(31)

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

31.1*

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

31.2*

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

(32)

Section 1350 Certification  

32.1*

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

32.2*

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

(99)

Additional Exhibits

99.1

Audit Committee Charter (incorporated by reference to our Annual Report on Form 10-K filed on September 12, 2012)

99.2

Disclosure Committee Charter (incorporated by reference to our Annual Report on Form 10-K filed on September 12, 2012)

 

 

 

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Exhibit No.  

Description  

101**

Interactive Data Files  

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

 

*  

Filed herewith.

 

 

**  

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

ASIA PACIFIC BOILER CORPORATION

 

(Registrant)

 

 

 

 

Dated: September 30, 2013

/s/ Qin XiuShan 

 

Qin XiuShan

 

President

 

(Principal Executive Officer )

 

 

 

 

Dated: September 30, 2013

 /s/ Yang Chin Leong

 

Yang Chin Leong

 

Chief Financial Officer, Secretary and Treasurer

 

(Principal Financial Officer and Principal

 

Accounting Officer)

  

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

Dated: September 30, 2013

 /s/ John Gong Chin Ong

 

John Gong Chin Ong

 

Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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