Nevada		68-0682040
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1255 W. Rio Salado Parkway Suite 215 Tempe, Arizona		85281
(Address of principal executive offices)		(Zip Code)

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

 

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PART I - FINANCIAL INFORMATION		3
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	3
	BALANCE SHEETS	3
	STATEMENTS OF OPERATIONS	4
	STATEMENTS OF CASH FLOWS	5
	NOTES TO FINANCIAL STATEMENTS	6
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	8
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	10
ITEM 4.	CONTROLS AND PROCEDURES.	11
PART II - OTHER INFORMATION		12
ITEM 1.	LEGAL PROCEEDINGS.	12
ITEM 1A.	RISK FACTORS.	12
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	12
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	12
ITEM 4.	MINE SAFETY DISCLOSURES	12
ITEM 5.	OTHER INFORMATION.	12
ITEM 6.	EXHIBITS.	13
SIGNATURE		14

 

 

 

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IMPERIAL PLANTATION CORPORATION formerly PROVEST GLOBAL, INC. (the "Company") was incorporated as Gilax, Corp. under the laws of the State of Nevada on May 17, 2011 and intended to commence operations in the distribution of railway ties in North America. On October 25, 2013, Seidenschnur Verwaltungs AG purchased 2,500,000 shares of restricted stock of Gilax Corp., representing 77% of the shares in the Company from Aleksandr Gilev, its Director, for $150,000 in cash. On October 25, 2013, Aleksandr Gilev resigned his official position as a Director of the Corporation. New Directors changed the business direction of the Company into acquiring various mineral properties.

 

Provest Global, Inc. was involved as a mineral exploration company, concentrating its generative efforts in Mexico's Cortez Trend.  Its focus was exploration.  Mitigating the risk of exploration was accomplished through the company' joint venture business model and strategic alliances, both allowing it to be active on four projects.  The majority shareholders' changed on January 30, 2015. As a result of this transaction, certain related party liabilities were forgiven and recorded as contributed capital in additional paid in capital.

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

This report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

On June 24, 2015, the Company entered into a Share Exchange Agreement ("SEA") with Chaw Eng Neug and Lim Kok Cheangk, pursuant to which the Company offered to purchase all of the issued and outstanding shares of Huu Haq Resources Sdn Bhd, a Malaysian corporation, in exchange for 2,000,000,000 shares of the Registrant's common stock.  No shares were issued pursuant to the SEA.

On July 24, 2015, the Company entered into a Subscription Agreement with Great Mission, Inc., a Malaysian corporation ("Great Mission"), for the sale of 1,000,000,000 shares of the Registrant's common stock for a purchase price of $1,000,000.  The Registrant did not receive the subscription funds.  The shares were issued but never delivered to Great Mission.

On November 30, 2015, the Company entered into Rescission Agreements with Chaw Eng Neug and Lim Kok Cheangk and Great Mission (the "Rescission Agreements").  The SEA was cancelled and the shares issued to Great Mission will be returned to treasury and cancelled.

We are currently seeking new business opportunities with established business entities for merger with or acquisition of a target business. In certain instances, a target business may wish to become our subsidiary or may wish to contribute assets to us rather than merge. We have not yet begun negotiations or entered into any definitive agreements for potential new business opportunities, and there can be no assurance that we will be able to enter into any definitive agreements.

We may seek a business opportunity with entities which 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.

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 retain a majority control of our company. In addition, it is likely that as part of the terms of the acquisition transaction, one or more new officers and directors would join the Company.

We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. We believe 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. Business opportunities that we believe are in the best interests of our company may be scarce, or we may be unable to obtain the ones that we want. We can provide no assurance that we will be able to locate compatible business opportunities.

We have not yet entered into any definitive agreements for potential new business opportunities. There can be no assurance that we will be able to identify an appropriate business opportunity or acquire the financing necessary to enable us to pursue a transaction if an appropriate opportunity is identified.

 

Currently, we do not have a source of revenue. We are not able to fund our cash requirements through our current operations. Historically, we have been able to raise a limited amount of capital through loans from a company controlled by our management, but we are uncertain about our continued ability to raise additional funds privately. We believe that our Company may have difficulties raising capital until we locate a prospective business opportunity through which we can pursue our plan of operation. Further, we expect that any new acquisition or business opportunities that may become available to our company will require additional financing. There can be no assurance 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. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail.

Results of Operations

 

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

 

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

THREE-MONTH PERIOD ENDED OCTOBER 31, 2015 COMPARED TO THREE-MONTH PERIOD ENDED OCTOBER 31, 2014.

 

Our net loss for the three-month period ended October 31, 2015 was $4,346 compared to a net loss of $25,149 for the three-month period ended October 31, 2014. During three-month periods ending October 31, 2015 and 2014, the Company did not generate any revenue.

 

During the three month period ended October 31, 2015, we incurred general and administrative expenses of $4,346 compared to $25,149 incurred during the three-month period ended October 31, 2014.  General and administrative expenses were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and marketing expenses.

SIX-MONTH PERIOD ENDED OCTOBER 31, 2015 COMPARED TO SIX-MONTH PERIOD ENDED OCTOBER 31, 2014.

 

Our net loss for the six-month period ended October 31, 2015 was $30,313, compared to a net loss of $49,775 for the six-month period ended October 31, 2014. During six-month periods ending October 31, 2015 and 2014, the Company did not generate any revenue.

 

During the six month period ended October 31, 2015, we incurred general and administrative expenses of $30,313, compared to $49,775 incurred during the six-month period ended October 31, 2014.  General and administrative expenses were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and marketing expenses.

 

Liquidity and Capital Resources

As of October 31, 2015 and April 30, 2015, the current assets were $NIL. As of October 31, 2015, the current liabilities and working capital deficiency, was $132,677. Current liabilities were comprised of $81,840 in loans from shareholder, $9,358 in accounts payable and accrued expenses, and $41,479 in advances – related party.

 

Stockholders' deficit increased from $102,364 as of April 30, 2015, to $132,677 as of October 31, 2015.   

CASH FLOWS FROM OPERATING ACTIVITIES

 

The Company has not generated positive cash flows from operating activities. For the six-month period ended October 31, 2015, net cash flows used in operating activities was $29,605, consisting of a net loss of $30,313 and an increase in accounts payable of $708.

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

We have financed our operations primarily from either loans from Shareholders, advances, or the issuance of equity instruments. For the six month period ended October 31, 2015, cash flow provided by financing activities was $29,605 received from advances – related party.

Plan of Operation and Funding

 

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

 

Existing working capital and anticipated cash flow are not expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

 

Off-balance sheet arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Going Concern

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $260,936 as of October 31, 2015, and further losses are anticipated in the development of its business.  Accordingly, there is substantial doubt about the Company's ability to continue as a going concern.

 

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and advances and loans from directors and/or private placement of common stock.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

The Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and we are not required to provide the information under this item.

 

Item 4.  Controls and Procedures.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2015.  Based on this assessment, management concluded that our internal control over financial reporting was not effective as of October 31, 2015 due to the existence of the material weaknesses as of October 31, 2015, discussed below. A material weakness is a control deficiency, or a combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected in the following areas:

 

 

 

 Remediation Plan for Material Weaknesses

 

The material weaknesses described above in "Disclosure Controls and Procedures" comprises control deficiencies that we discovered.

 

Management formulated a remediation plan in the first quarter of 2016 that we will continue to implement in our fiscal year 2016, as capital permits, which includes: (i) developing a set of policies and procedures to address inadequacies described above; and (ii) augmenting and allowing for additional training and education for select members of our financial staff.  In addition, efforts will be made to segregate the data initiation and preparation processes from the data entry process in order to ensure that different employees prepare data as compared to those who enter data into the financial system.

 

We believe that these measures, if effectively implemented and maintained, will remediate the material weaknesses discussed above.

   

Changes in Internal Control Over Financial Reporting

 

If capital allows, we shall implement the measures to remediate the material weaknesses discussed under "Disclosure Controls and Procedures" above. Those measures, described under "Remediation Plan for Material Weaknesses," will be implemented during our fiscal year 2016, and will materially affect, or are reasonably likely to materially affect, our internal control over financial reporting.  Other than as described above, there have been no changes in our internal control over financial reporting during the six month period ending October 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time. Our system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.

 

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

Item 1A. Risk Factors.

There are no material changes to the Risk Factors contained in Item 1A to Part I of the Company's Annual Report on Form 10-K for the year ended April 30, 2015.

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

None.

Issuer Purchases of Equity Securities

There were no repurchases of common stock for the quarter ended October 31, 2015.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Effective December 12, 2015, the Company accepted resignations as follows:

·

Mr. Robbie (Seong Seng) Chua as Chief Executive Officer, President, and member of the Board of Directors,

·

Revi Janardhanan Pillai as Chief Financial Officer and Treasurer,

·

SK Ho as Secretary.

The resignations of these officers and directors was not due to any disagreement with the Company on any matter relating to its operations, policies or practices. Simultaneously, the following officers and directors were appointed:

·

Por Lip Chye – Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary, and Member of the Board of Directors

Item 6. Exhibits.

Certain of the following exhibits are incorporated by reference from prior filings.  The form with which each exhibit was filed and the date of filing are as indicated below; the reports described below are filed as Commission File No. 333-183797 unless otherwise indicated.

SIGNATURE

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

 

	Imperial Plantation Corporation (Registrant)
Date: December 23, 2015	By:	/s/ Por Lip Chye
		Por Lip Chye
		Chief Executive Officer