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EXCEL - IDEA: XBRL DOCUMENT - ASIA PACIFIC BOILER CorpFinancial_Report.xls
EX-32 - SOX SECTION 906 CERTIFICATION OF THE CFO - ASIA PACIFIC BOILER Corpasiapacific-section906cfo.htm
EX-32 - SOX SECTION 906 CERTIFICATION OF THE CEO - ASIA PACIFIC BOILER Corpasiapacific-section906ceo.htm
EX-31 - SOX SECTION 302 CERTIFICATION OF THE CFO - ASIA PACIFIC BOILER Corpasiapacific-section302cfo.htm
EX-31 - SOX SECTION 302 CERTIFICATION OF THE CEO - ASIA PACIFIC BOILER Corpasiapacific-section302ceo.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

March 31, 2014

 

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 May 20, 2014.

                                         

 

 

PART I – FINANCIAL INFORMATION

Item 1.           Financial Statements

Our unaudited condensed interim financial statements for the three and nine month periods ended March 31, 2014 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)
CONDENSED BALANCE SHEETS

 

 

March 31,
2014

 

June 30,
2013

 

ASSETS

 

(Unaudited)

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash

$

-

$

-

TOTAL ASSETS

$

-

$

-

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable

$

12,424

$

21,443

 

Accounts payable – related party

 

261,541

 

 

 

Advances

 

-

 

3,500

 

Advanced from Related Party

 

46,663

 

23,773

TOTAL LIABILITIES

 

320,628

 

48,716

 

 

 

 

 

Stockholders’ 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

 

(370,128)

 

(98,216)

 

 

 

 

 

 

Total Stockholders’ Deficit

 

(320,628)

 

(48,716)

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$

-

$

-

 

 

 

 

 

 

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

F-1

 


 

Asia Pacific Boiler Corp.

(fka Panama Dreaming Inc.)

(An Exploration Stage Company)

Condensed Statement of Expenses

(Unaudited)

 

Three Months Ended

March 31

Nine Months Ended

March 31

 

For the period

From

June 23, 2011

(Inception)

Through

2014

 

2013

 

2014

 

2013

 

March 31, 2014

COSTS AND EXPENSES

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consulting fees

 $

3,559

 

3,755

$

11,184

 $

13,320

$

47,457

 

Management fees

 

90,391

 

-

 

246,198

 

-

 

263,974

 

Legal & accounting

 

7,227

 

4,180

 

14,530

 

16,618

 

48,966

 

General & administrative

 

-

 

51

 

-

 

1,036

 

9,731

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

$

(101,177)

 

(7,986)

$

(271,912)

$

(30,974)

$

(370,128)

 

 

 

 

 

 

 

 

 

 

 

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

 

 

                         

 

 

 

 

 

 

 

 

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

F-2


 

Asia Pacific Boiler Corp.

(fka Panama Dreaming Inc.)

(An Exploration Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

 

 

Nine Months Ended

March 31,

 

Inception

(June 23, 2011) Through

March 31,

 

 

2014

 

2013

 

2014

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

$

(271,912)

$

(30,974)

$

(370,128)

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts payable- related party

 

261,541

 

 

 

 

Accounts Payable

 

(9,019)

 

5,969

 

273,965

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

 

 

(19,390)

 

 

(25,005)

 

 

(96,163)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from sales of common stock

 

-

 

-

 

49,500

Repayments on related party payables

 

-

 

(3,500)

 

3,500

Related party payables

 

19,390

 

14,643

 

43,163

NET CASH PROVIDED BY FINANCING

ACTIVITIES

 

 

19,390

 

11,143

 

96,163

 

 

 

 

 

 

 

 

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

Payments of accounts payable by related party

$

-

$

-

$

(4,227)

 

 

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

F-3


 

Asia Pacific Boiler Corp.
(fka Panama Dreaming Inc.)
(A Development Stage Company)
Notes to the Unaudited Condensed 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 merger has not closed as of the date of this filing.

 

The accompanying unaudited condensed 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 nine months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2014. The accompanying unaudited condensed 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 condensed 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 March 31, 2014, Asia Pacific has not generated revenues and has accumulated losses of $370,128 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 March 31, 2014, the Company’s previous president and sole director John Gong has loaned the Company $46,663 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 March 31, 2014, $261,541 was due to G Capital Limited for providing management services to the Company.

NOTE 5.  SUBSEQENT EVENTS

On April 4, 2014, the Company issued 584,000 shares to one shareholder in a private placement transaction pursuant to Regulation S of the Securities Act for $1.50 per share for a total amount of $876,000.     

 

F-4


 

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. As of the date of this filing, the company did not close the merger.

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.

 

4


 

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.

 

5


 

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, we 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 XiuShan, a director and president of our company, is the majority shareholder, principal officer and a director of Devotion Boiler. Both John Gong Chin Ong and Qin XiuShan are affiliated shareholders and principals of Yulong Pump.

The letter of intent 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. No definitive agreement has been reached as of the date of this report.

Yulong Pump has secured a commitment for its purchase of Devotion Boiler by July 2014. Together, Devotion Boiler and Yulong Pump are concurrently planning to begin construction in June 2014 of a new state of the art boiler manufacturing factory with a planned investment of approximately US$250 million. The companies intend to commence staffing and training of the new boiler plant employees concurrently with the start of construction. Yulong Pump and Devotion Boiler will also seek to rezone for commercial and residential use industrial land owned by Devotion Boiler in Inner Mongolia. It is anticipated that successful rezoning will result in up to a 500% increase in value of the property, which is currently valued at an estimated RMB300 million (approximately US$49,600,000).

The parties have already made significant progress with their due diligence in anticipation of the letter of intent, and we anticipate that the audits of Million Place and Yulong Pump will be completed by the end March 2014. Auditing of Devotion Boiler will follow with completion anticipated prior to July 2014. Provided that audit results are satisfactory, we aim to establish parameters for a definitive agreement well ahead of the March 31, 2014 deadline provided in the letter of intent. No definitive agreement has been reached as of the date of this report. With view toward financing the proposed transaction our company is in the process of securing a standby line of credit in the amount of US$300 million.

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.

 

6


 

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 the following areas of our operations:

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.

Results of Operations

Three and Nine Month Periods Ended March 31, 2014 and 2013 and From Inception on June 23, 2011 to March 31, 2014

We have generated no revenues since inception and have incurred $101,178 in operating expenses for the three month period ended March 31, 2014 and $7,986 in operating expenses for the three month period ended March 31, 2013. The primary reason for the increase from the three months ended 2014 from 2013 is the increase in management fees.

 

7


 

The following provides selected financial data about our company for the three and nine month periods ended March 31, 2014 and 2013.

 

Three Months Ended
March 31,

2014

$

Three Months Ended
March 31,

2013

$

Nine Months Ended
March 31,

2014

$

Nine Months Ended
March 31,

2013

$

Accumulated from
June 23, 2011

(Date of Inception) to March 31,

2014

$

Consulting fees

3,559

3,755

11,184

13,320

47,457

Management fees

90,391

0

246,198

0

263,975

Legal and accounting

7,227

4,180

14,530

16,618

48,964

General and administrative

0

51

0

1,036

9,731

Net loss

(101,178)

(7,986)

(271,912)

(30,974)

(370,127)

 

Operating expenses for the three months ended March 31, 2014 were $101,178 compared with $7,986 for the three months ended March 31, 2013. The increase in operating expenses was attributed to increased management fees. Operating expenses for the nine months ended March 31, 2014 were $271,912 compared with $30,974 for the nine months ended March 31, 2013. The increase in operating expenses was attributed to increased management fees. Operating expenses for the period from June 23, 2011 (inception) to March 31, 2014 were $370,127.

Liquidity and Capital Resources

Working Capital

   

As at
March 31,
2014  

    

As at
June 30,
2013  

Total current assets

$

0

 

$

0

Total current liabilities

 

273,965

   

21,443

Working capital (deficit)

 

(273,965)

   

(21,443)

 

Cash Flows

      

Nine Months

ended

March 31,

2014

       

Nine Months

ended

March 31,

2013

Net cash provided by (used in) operating activities

$

(19,390)

 

$

(25,005)

Net cash provided by (used in) investing activities

 

0

   

0

Net cash provided by (used in) financing activities

 

19,390

   

11,143

Net change in cash

 

0

   

(13,862)

 

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

As of March 31, 2014, our total current assets were $0 and our total current liabilities were $273,965. We had cash of $0 as of March 31, 2014 and a working capital deficit of $(273,965).

 

8


 

From our inception on June 23, 2011 to March 31, 2014 we spent $96,163 on operating activities. During the nine months ended March 31, 2014 we spent $19,390 on operating activities, whereas we spent $25,005 on operating activities during the same period in fiscal 2013. The increase in our expenditures on operating activities during the nine months ended March 31, 2014 was primarily due to our reliance on our partnership with G Capital Limited to finance operations.

During the nine months ended March 31, 2014 we used $0 in investing activities compared to $0 during the nine months ended March 31, 2013.

During the nine months ended March 31, 2014 $19,390 was provided by financing activities compared to $11,143 provided by financing activities during the nine months ended March 31, 2013.

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 nine month period ended March 31, 2014, 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 March 31, 2014, there were no cash equivalents.

 

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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 nine month periods ending March 31, 2014 and 2013.

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 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.

 

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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

On March 18, 2014, Yang Chin Leong resigned as secretary of our company and was concurrently appointed as director of our company. Mr. Yang remains as our company’s chief financial officer and treasurer. Mr. Yang’s resignation as secretary was not the result of any disagreements with our company regarding its operations, policies, practices or otherwise.

Also on March 18, 2014, we appointed Hogan Zhang as secretary and also appointed and Qin XiuShan as a director. Qin XiuShan also acts as our company’s President.

 

 

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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.

   

**  

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: May 20, 2014

BY:

/s/ Qin XiuShan

   

Qin XiuShan

   

President and Director

(Principal Executive Officer)

     
     

DATED: May 20, 2014

BY:

/s/ Yang Chin Leong

   

Yang Chin Leong

   

Chief Financial Officer, Treasurer and Director

   

(Principal Financial Officer and Principal Accounting Officer)

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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