Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One) |
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[X] |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||||||
For the quarterly period ended |
December 31, 2013 | ||||||||||||||||||
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or | ||||||||||||||||||
[ ] |
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||||||
For the transition period from |
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to |
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Commission File Number |
333-176312 | ||||||||||||||||||
ASIA PACIFIC BOILER CORPORATION | |||||||||||||||||||
(Exact name of registrant as specified in its charter) | |||||||||||||||||||
Nevada |
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N/A | |||||||||||||||||
(State or other jurisdiction of incorporation or organization) |
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(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). | |||||||||||||||||||
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[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) | |||||||||||||||||||
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[X] |
YES |
[ ] |
NO | |||||||||||||||
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY 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. | |||||||||||||||||||
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[ ] |
YES |
[ ] |
NO | |||||||||||||||
APPLICABLE ONLY TO CORPORATE ISSUERS | |||||||||||||||||||
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. | |||||||||||||||||||
31,800,000 common shares issued and outstanding as of February 18, 2014. | |||||||||||||||||||
ASIA PACIFIC BOILER CORPORATION
FORM 10-Q
December 31, 2013
TABLE OF CONTENTS
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Our unaudited interim financial statements for the three and six month periods ended December 31, 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.) (Unaudited) | |||||
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December 31, |
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June 30, | |
ASSETS |
|
|
|
| |
|
|
|
|
| |
Current Assets |
|
|
|
| |
|
Cash |
$ |
- |
$ |
- |
TOTAL ASSETS |
$ |
- |
$ |
- | |
|
|
|
|
| |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
| |
Current Liabilities |
|
|
|
| |
|
Accounts payable |
$ |
31,845 |
$ |
21,443 |
Accounts payable- related party |
155,808 |
||||
Advances |
- |
3,500 | |||
|
Advanced from Related Party |
|
31,797 |
|
23,773 |
TOTAL LIABILITIES |
|
219,450 |
|
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 |
|
(268,950) |
|
(98,216) |
|
|
|
|
| |
|
Total Stockholders’ Equity (Deficit) |
|
(219,450) |
|
(48,716) |
|
|
|
|
| |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ |
- |
$ |
- |
See accompanying summary of accounting policies and notes to the unaudited financial statements.
F-1
4
Asia Pacific Boiler Corp. (fka Panama Dreaming Inc.) (An Exploration Stage Company) Statement of Expenses (Unaudited) | ||||||||||||
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Three Months Ended December 31, |
Six Months Ended December 31, |
|
For the period From June 23, 2011 (Inception) Through December 31, | ||||||||
|
2013 |
|
2012 |
2013 |
|
2012 |
|
2013 | ||||
COSTS AND EXPENSES |
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|
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|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| |||
|
Consulting fees |
$ |
1,500 |
$ |
5,010 |
$ |
7,625 |
$ |
9,565 |
$ |
43,898 | |
Management fees |
60,918 |
- |
155,808 |
|
- |
|
173,584 | |||||
|
Legal & accounting |
|
5,302 |
|
7,538 |
7,301 |
|
12,438 |
|
41,737 | ||
|
General & administrative |
|
- |
|
847 |
- |
|
968 |
|
9,731 | ||
|
|
|
|
|
|
|
|
| ||||
NET LOSS |
$ |
(67,720) |
$ |
(13,395) |
$ |
(170,734) |
$ |
(22,971) |
$ |
(268,950) | ||
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|
|
|
|
|
|
|
|
| |||
NET LOSS PER COMMON SHARE - |
|
|
|
|
|
|
|
|
|
| ||
|
BASIC AND DILUTED |
$ |
(0.00) |
$ |
(0.00) |
$ |
(0.01) |
$ |
(0.00) |
|
| |
|
|
|
|
|
|
|
|
|
| |||
WEIGHTED AVERAGE |
|
|
|
|
|
|
|
|
|
| ||
|
COMMON SHARES OUTSTANDING- BASIC AND DILUTED |
31,800,000 |
31,800,000 |
31,800,000 |
|
31,800,000 |
|
|||||
See accompanying summary of accounting policies and notes to the unaudited financial statements.
F-2
5
Asia Pacific Boiler Corp. (fka Panama Dreaming Inc.) (An Exploration Stage Company) STATEMENTS OF CASH FLOWS (Unaudited) | ||||||
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|
Six Months Ended December 31, |
|
Inception (June 23, 2011) Through December 31, | ||
|
|
2013 |
|
2012 |
|
2013 |
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
Net loss |
$ |
(170,734) |
$ |
(22,971) |
$ |
(268,950) |
|
|
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
Accounts payable- related party |
160,332 |
13,223 |
160,332 | |||
Accounts Payable |
|
10,402 |
|
(614) |
|
31,845 |
NET CASH USED IN OPERATING ACTIVITIES |
|
- |
|
(10,362) |
|
(76,773) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
Proceeds from sales of common stock |
|
- |
|
- |
|
49,500 |
Advances- related party |
|
- |
|
(3,500) |
|
27,273 |
NET CASH PROVIDED BY FINANCING ACTIVITIES |
|
- |
|
(3,500) |
|
76,773 |
|
|
|
|
|
|
|
NET CHANGE IN CASH |
|
- |
(13,862) |
|
- | |
CASH AT BEGINNING OF PERIOD |
|
- |
|
13,862 |
|
- |
|
|
|
|
|
|
|
CASH AT END OF PERIOD |
$ |
- |
$ |
- |
$ |
- |
|
|
|
|
|
|
|
SUPPLEMENTAL CASHFLOW DISCLOSURES |
|
|
|
|
|
|
Interest Paid |
- |
|
- |
|
- | |
Income Taxes Paid |
|
- |
|
- |
|
- |
Noncash investing and financing activities |
||||||
Reclassification from related party to third party advance |
23,773 |
- |
23,773 | |||
Payments of accounts payable by related party |
$ |
(4,227) |
$ |
- |
$ |
(4,227) |
See accompanying summary of accounting policies and notes to the unaudited 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.
The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required to be included in a complete set of financial statements in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended December 31, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2014. The accompanying unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s 2013 Annual Report filed with the SEC.
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 December 31, 2013, Asia Pacific has not generated revenues and has accumulated losses of $268,950 since inception. The continuation of Asia Pacific as a going concern is dependent upon the continued financial support from its shareholders, the ability of Asia Pacific to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Asia Pacific’s ability to continue as a going concern.
NOTE 4. RELATED PARTY TRANSACTIONS
As of December 31, 2013, the Company’s previous president and sole director John Gong has loaned the Company $31,797 to cover expenses related to its operations. John Gong remains a director of the Company. The loan is non-interest bearing, and payable on demand.
As of December 31, 2013, $155,808 was due to G Capital Limited for providing management services to the Company.
F-4
7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) 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 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 increased from 7,950,000 to 31,800,000, all with a par value of $0.00001. Our preferred shares remained unchanged.
8
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.
Previously we intended to offer real estate consulting services through our website to persons located in North America and around the world, who were 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 was made.
Effective September 24, 2012, Miguel Miranda resigned as president, secretary, treasurer and a director of our company and we appointed John Gong as president, chief executive officer, secretary, chief financial officer, treasurer and a director of our company. The resignation of Mr. Miranda was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise.
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 has 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.
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.
9
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.
Effective February 14, 2014, the Company entered into a letter of intent with Million Place Investments Limited, Inner Mongolia Yulong Pump Production Co. Ltd, and Hohhot Devotion Boiler General Company Private Limited, regarding the potential acquisition by our Company of all of the issued and outstanding shares of Million Place. Million Place is a British Virgin Islands corporation which is seeking to acquire up to 51% of the outstanding securities of Yulong Pump, a PRC company. Meanwhile, Yulong Pump has entered into a commitment for the acquisition of Devotion Boiler, also a PRC company. Yulong Pump and Devotion Boiler are engaged in the design, production and sale of industrial steam and hot water boilers, primarily in the Inner Mongolia Autonomous Region of the PRC. To date Million Place has acquired 49% of Yulong Pump and holds an option to acquire an additional 2%.
Our sole Director, John Gong Chin Ong, is the controlling shareholder, principal officer, and a director of Million Place. Mr. Qin Xiu San, our president, is the majority shareholder, principal officer and a Director of Devotion Boiler. Both John Gong Chin Ong and Qin Xiu San are affiliated shareholders and principals of Yulong Pump.
The LOI does not obligate our Company or the other parties to complete the proposed transaction, but imposes a mandatory due diligence period and standstill through March 31, 2014. Prior to March 31, 2014 the parties may give notice of satisfactory due diligence and their intention to negotiate a definitive agreement.
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.
10
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.
We believe that we will require additional funds to implement our growth strategy. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable.
Results of Operations
Three and Six Month Periods Ended December 31, 2013 and 2012 and From Inception on June 23, 2011 to December 31, 2013
We have generated no revenues since inception and have incurred $67,720 in operating expenses for the three month period ended December 31, 2013 and $170,734 in operating expenses for the six month period ended December 31, 2013.
The following provides selected financial data about our company for the three and six month periods ended December 31, 2013 and 2012.
|
Three Months Ended 2013 $ |
Three Months Ended 2012 $ |
Six Months Ended 2013 $ |
Six Months Ended 2012 $ |
Accumulated from (Date of Inception) to December 31, 2013 $ |
Consulting fees |
1,500 |
5,010 |
7,625 |
9,565 |
43,898 |
Management fees |
60,918 |
- |
155,807 |
- |
173,583 |
Legal and accounting |
5,302 |
7,538 |
7,302 |
12,438 |
41,738 |
General and administrative |
- |
847 |
- |
968 |
9,731 |
Net loss |
(67,720) |
(13,395) |
(170,734) |
(22,971) |
(268,950) |
Operating expenses for the three months ended December 31, 2013 were $67,720 compared with $13,395 for the three months ended December 31, 2012. The increase in operating expenses was attributed to management fees. Operating expenses for the six months ended December 31, 2013 were $170,734 compared with $22,971 for the six months ended December 31, 2012. The increase in operating expenses was attributed to management fees. Operating expenses for the period from June 23, 2011 (inception) to December 31, 2013 were $268,950.
11
Liquidity and Capital Resources
Working Capital
|
|
As at |
As at | ||
Total current assets |
$ |
Nil |
|
$ |
Nil |
Total liabilities |
|
219,450 |
|
|
48,716 |
Working capital (deficit) |
|
(219,450) |
|
|
(48,716) |
Cash Flows
|
|
Six Months ended December 31, 2013 |
|
|
Six Months ended December 31, 2012 |
Net cash provided by (used in) operating activities |
$ |
Nil |
|
$ |
(10,362) |
Net cash provided by (used in) investing activities |
|
Nil |
|
|
Nil |
Net cash provided by (used in) financing activities |
|
Nil |
|
|
(3,500) |
Net change in cash |
|
Nil |
|
|
(13,862) |
As of the date of this report, we have yet to generate any revenues from our business operations.
As of December 31, 2013, our total current assets were $Nil and our total current liabilities were $219,450. We had cash of $Nil as of December 31, 2013 and a working capital deficit of $(219,450).
From our inception on June 23, 2011 to December 31, 2013 we spent $Nil on operating activities. During the six months ended December 31, 2013 we spent $Nil on operating activities, whereas we spent $10,362 on operating activities during the same period in fiscal 2012. The decrease in our expenditures on operating activities during the six months ended December 31, 2013 was primarily due our reliance on our partnership with G Capital Limited to finance operations.
During the six months ended December 31, 2013 $Nil was used in, investing activities compared to $Nil during the six months ended December 31, 2012.
During the six months ended December 31, 2013 $Nil was provided by financing activities compared to $(3,500) used in financing activities during the six months ended December 31, 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.
12
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Basic and Diluted Earnings (Loss) Per Share
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the six month period ended December 31, 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 December 31, 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 the six month periods ending December 31, 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.
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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 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.
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.
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Item 6. Exhibits
Exhibit No. |
Description |
(3) |
(i) Articles of Incorporation; and (ii) Bylaws |
3.1 |
Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on August 15, 2011) |
3.2 |
Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on August 15, 2011) |
3.3 |
Articles of Merger (incorporated by reference to our Current Report on Form 8-K filed on November 9, 2012) |
3.4 |
Certificate of Change (incorporated by reference to our Current Report on Form 8-K filed on November 9, 2012) |
(10) |
Material Contracts |
10.1 |
Letter of Intent dated February 14, 2014, with Million Place Investments Limited (incorporated by reference to our Current Report on Form 8-K filed on February 18, 2014) |
(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. |
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|
** |
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.
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ASIA PACIFIC BOILER CORPORATION | |
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(Registrant) | |
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DATED: February 19, 2014 |
BY: |
/s/ Qin XiuShan |
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Qin XiuShan |
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President (Principal Executive Officer) |
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DATED: February 19, 2014 |
BY: |
/s/ Yang Chin Leong |
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Yang Chin Leong |
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Chief Financial Officer, Secretary and Treasurer |
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(Principal Financial Officer and Principal Accounting Officer) |
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