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EX-32 - SECTION 906 CERTIFICATION UNDER THE SARBANES-OXLEY ACT OF 2002 OF THE PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER - ASIA PACIFIC BOILER Corpexhibit322.htm
EXCEL - IDEA: XBRL DOCUMENT - ASIA PACIFIC BOILER CorpFinancial_Report.xls
EX-32 - SECTION 906 CERTIFICATION UNDER THE SARBANES-OXLEY ACT OF 2002 OF THE PRINCIPAL EXECUTIVE OFFICER - ASIA PACIFIC BOILER Corpexhibit321.htm
EX-31 - SECTION 302 CERTIFICATION UNDER THE SARBANES-OXLEY ACT OF 2002 OF THE PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER - ASIA PACIFIC BOILER Corpexhibit312.htm
EX-31 - SECTION 302 CERTIFICATION UNDER THE SARBANES-OXLEY ACT OF 2002 OF THE PRINCIPAL EXECUTIVE OFFICER - ASIA PACIFIC BOILER Corpexhibit311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q
 

(Mark One)

[X]

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

For the quarterly period ended

September 30, 2013

 

or

[  ]

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

For the transition period from

 

to

 

Commission File Number

333-176312

ASIA PACIFIC BOILER CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

 

N/A

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

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

N/A

(Address of principal executive offices)

(Zip Code)

+852-3875-3362

(Registrant’s telephone number, including area code)

N/A

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

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

[X]

YES

[  ]

NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

 

[X]

YES

[  ]

NO

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

Large accelerated filer

[  ]

Accelerated filer

[  ]

Non-accelerated filer

[  ]

(Do not check if a smaller reporting company)

Smaller reporting company

[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

 

[X]

YES

[  ]

NO

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

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

 

[  ]

YES

[  ]

NO

APPLICABLE ONLY TO CORPORATE ISSUERS

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

31,800,000 common shares issued and outstanding as of November 18, 2013.

                                         

 

ASIA PACIFIC BOILER CORPORATION

FORM 10-Q
September 30, 2013

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION.. 4                                                                                                                                           4

Item 1.       Financial Statements. 4                                                                                                                                                    4

Item 2.       Management's Discussion and Analysis of Financial Condition and Results of Operations. 9                                                        9

Item 3.       Quantitative and Qualitative Disclosures about Market Risk. 14                                                                                               13

Item 4.       Controls and Procedures. 14                                                                                                                                             13

PART II – OTHER INFORMATION.. 14                                                                                                                                                13

Item 1.       Legal Proceedings. 14                                                                                                                                                      13

Item 1A.    Risk Factors. 14                                                                                                                                                              13

Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds. 15                                                                                              14

Item 3.       Defaults Upon Senior Securities. 15                                                                                                                                    14

Item 4.       Mine Safety Disclosures. 15                                                                                                                                              14

Item 5.       Other Information. 15                                                                                                                                                       14

Item 6.       Exhibits . 15                                                                                                                                                                   14

SIGNATURES. 16                                                                                                                                                                            15

 

 

 

 

 

 

2


 

PART I – FINANCIAL INFORMATION

Item 1.           Financial Statements

Our unaudited interim financial statements for the three month period ended September 30, 2013 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 


 

 

Asia Pacific Boiler Corp.

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

(Unaudited)

 

 

September 30,
2013

 

June 30,
2013

ASSETS

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash

$

-

$

-

TOTAL ASSETS

$

-

$

-

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable

$

25,043

$

21,443

 

Accounts payable- related party

 

94,890

   
 

Advances

 

3,500

 

3,500

 

Advanced from Related Party

 

28,298

 

23,773

TOTAL LIABILITIES

 

151,731

 

48,716

 

 

 

 

 

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

 

(201,231)

 

(98,216)

 

 

 

 

 

 

Total Stockholders’ Equity (Deficit)

 

(151,731)

 

(48,716)

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

-

$

-

 

 

 

 

 

 

 

 

See accompanying summary of accounting policies and notes to the financial statements.
F-1

4


 

 

Asia Pacific Boiler Corp.

(fka Panama Dreaming Inc.)

(An Exploration Stage Company)

Statement of Expenses

(Unaudited)

 

Three Months Ended

September 30,

 

For the period

From

June 23, 2011

(Inception)

Through

September 30,

 

 

2013

 

2012

 

2013

COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consulting fees

$

6,125

 $

4,555

$

42,398

 

Management fees

 

94,890

 

-

 

112,666

 

Legal & accounting

 

2,000

 

4,900

 

36,436

 

General & administrative

 

-

 

121

 

9,731

 

 

 

 

 

 

 

NET LOSS

$

(103,015)

$

(9,576)

$

(201,231)

 

 

 

 

 

 

 

NET LOSS PER COMMON SHARE -

        BASIC AND DILUTED


$


(0.00)



(0.00)

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE

        COMMON SHARES OUTSTANDING- BASIC AND DILUTED


31,800,000


31,800,000

                 

 

 

 

 

 

 

 

 

 

 

 

 

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

5


 

 

Asia Pacific Boiler Corp.

(fka Panama Dreaming Inc.)

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Three Months Ended

September 30,  

 

Inception

(June 23, 2011) Through

September 30,

 

 

2013

 

2012

 

2013

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

$

(103,015)

$

(9,576)

$

(201,231)

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts payable- related party

 

94,890

 

-

 

94,890

Accounts Payable

 

8,125

 

(660)

 

29,568

NET CASH USED IN OPERATING ACTIVITIES

 

-

 

(10,236)

 

(76,773)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from sales of common stock

 

-

 

-

 

49,500

Advances- related party

 

-

 

-

 

27,273

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

-

 

-

 

76,773

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

-

 

(10,236)

 

-

CASH AT BEGINNING OF PERIOD

 

-

 

13,862

 

-

 

 

 

 

 

 

 

CASH AT END OF PERIOD

$

-

$

3,626

$

-

 

 

 

 

 

 

 

SUPPLEMENTAL CASHFLOW DISCLOSURES

 

 

 

 

 

 

Interest Paid

 

-

 

-

 

-

Income Taxes Paid

 

-

 

-

 

-

             

Noncash investing and financing activities

           

Payments of accounts payable by related party

$

(4,525)

$

-

$

(4,525)

 

 

 

 

 

 

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

6


 

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. 

 

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.

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 September 30, 2013, Asia Pacific has not generated revenues and has accumulated losses of $201,231 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 September 30, 2013, the Company’s previous president and sole director John Gong has loaned the Company $31,798 to cover expenses related to its operations. During the three months ended September 30, 2013, he loaned the Company $4,525. John Gong remains a director of the Company. The loan is non-interest bearing, and payable on demand. 

As of September 30, 2013, $94,890 was due to G Capital Limited for providing management services to the Company.

 

 

 

 

F-4

 

7

 


 

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

FORWARD-LOOKING STATEMENTS

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

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

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

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

Corporate History

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

We are now a company with no operations. As of the date hereof, we have not been successful in our real estate investment consulting operations.  Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately.

    
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.

 

 

8


 

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. 

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.

Other than as set out herein, we have not entered into any formal written agreements for a business combination or opportunity. If any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission.

Our management have been analyzing the various alternatives available to our company to ensure our survival and to preserve our shareholder's investment in our common shares. This analysis has included sourcing additional forms of financing to continue our business as is, or mergers and/or acquisitions. At this stage in our operations, we believe either course is acceptable, as our operations have not been profitable and our future prospects for our business are not good without further financing.

We are focusing our preliminary merger/acquisition activities on potential business opportunities with established business entities for the merger of a target business with our company. In certain instances, a target business may wish to become a subsidiary of our company or may wish to contribute assets to our company rather than merge. We anticipate that any new acquisition or business opportunities by our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.

In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management will no longer be in control of our company and our existing business will close down. In addition, it is likely that our officers and directors will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors.

We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

We may seek a business opportunity with entities who have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

 

9


 

At this stage, we can provide no assurance that we will be able to locate compatible business opportunities, what additional financing we will require to complete a combination or merger with another business opportunity or whether the opportunity's operations will be profitable.

If we are unable to secure adequate capital to continue our business or alternatively, complete a merger or acquisition, our shareholders will lose some or all of their investment and our business will likely fail.

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.

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 temporarily. 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 are exploring other business / financing plans.

From the funds raised, we believe we can satisfy our cash requirements for the ongoing period of operation  and  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.

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. 

Cash Requirements

Over the next 12 months we plan to expend a total of approximately $50,000 in searching for and acquiring a suitable business:

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 

    

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.

10


 

Results of Operations

Three Month Period Ended September 30, 2013 and 2012 and From Inception on June 23, 2011 to September 30, 2013

We have generated no revenues since inception and have incurred $103,015 in operating expenses for the three month period ended September 30, 2013.

The following provides selected financial data about our company for the three month period ended September 30, 2013 and 2012.

 

Three Months Ended
September 30,

2013

$

Three Months Ended
September 30,

2012

$

Accumulated from June 23, 2011

(Date of Inception) to September 30,

2013

$

Consulting fees

6,125

4,555

42,398

Management fees

94,890

-

112,666

Legal and accounting

2,000

4,900

36,436

General and administrative

Nil

121

9,731

Net loss

(103,015)

(9,576)

(201,231)

    

Operating expenses for the three months ended September 30, 2013 were $103,015 compared with $9,576 for the three months ended September 30, 2012. The increase in operating expenses was attributed to additional management fees. Operating expenses for the period from June 23, 2011 (inception) to September 30, 2013 were $201,231.

Liquidity and Capital Resources

Working Capital

 

 

As at
September 30,
2013 

 

 

As at
June 30,
2013 

Total current assets

$

Nil

 

$

Nil

Total liabilities

 

151,731

 

 

48,716

Working capital (deficit)

 

(151,731)

 

 

(48,716)

Cash Flows

   

Three Months

ended

September 30,

2013   

   

Three Months

ended

September 30,

2012   

Net cash provided by (used in) operating activities

$

Nil

 

$

(10,236)

Net cash provided by (used in) investing activities

 

Nil

 

 

Nil

Net cash provided by (used in) financing activities

 

Nil

 

 

Nil

Net change in cash

 

Nil

 

 

(10,236)


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

As of September 30, 2013, our total current assets were $Nil and our total current liabilities were $151,731. We had cash of $Nil as of September 30, 2013 and a working capital deficit of $151,731.

 

11


 

From our inception on June 23, 2011 to September 30, 2013 we spent $76,773 on operating activities. During the three months ended September 30, 2013 we spent $Nil on operating activities, whereas we spent $10,236 on operating activities during the same period in fiscal 2012. The decrease in our expenditures on operating activities during the three months ended September 30, 2013 was primarily due to additional accounts payable.

During the three months ended September 30, 2013 $Nil was used in, investing activities compared to $Nil during the three months ended September 30, 2012.

During the three months ended September 30, 2013 $Nil was provided by financing activities compared to $Nil provided by financing activities during the three months ended September 30, 2012.

Future Financings

Over the next several months, we will require additional funds in order to secure a suitable business opportunity.

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 still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we will continue to be unprofitable.
      

Off-Balance Sheet Arrangements

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

Critical Accounting Policies  

Use of Estimates

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

Basic and Diluted Earnings (Loss) Per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the three month period ended September 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 September 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.

12


 

Income Taxes

Our company accounts for income taxes under the Financial Accounting Standards Board of Financial Accounting Standard ASC 740, "Accounting for Income Taxes." Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. There was no current or deferred income tax expense or benefits for the three month periods ending September 30, 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 3.           Quantitative and Qualitative Disclosures about Market Risk

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

Item 4.           Controls and Procedures

Management’s Report on Disclosure Controls and Procedures  

We maintain disclosure controls and procedures, that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) to allow timely decisions regarding required disclosure.

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

Changes in Internal Control Over Financial Reporting

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

PART II – OTHER INFORMATION

Item 1.           Legal Proceedings

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

Item 1A.        Risk Factors

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

 

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

None. 

Item 3.           Defaults Upon Senior Securities

None. 

Item 4.           Mine Safety Disclosures

Not applicable.

Item 5.           Other Information

None.

Item 6.           Exhibits

Exhibit No.  

Description  

(3)

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

3.1

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

3.2

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

3.3

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

3.4

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

(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

101**

Interactive Data Files  

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

 

*  

Filed herewith.

 

 

**  

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

 

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SIGNATURES

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

 

ASIA PACIFIC BOILER CORPORATION

 

(Registrant)

 

 

 

     

DATED: November 19, 2013

BY:

/s/ Qin XiuShan

 

 

Qin XiuShan

 

 

President

(Principal Executive Officer)

 

 

 

 

 

 

DATED: November 19, 2013

BY:

/s/ Yang Chin Leong

 

 

Yang Chin Leong

 

 

Chief Financial Officer, Secretary and Treasurer

 

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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