UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
(Mark
One)
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended June 30, 2015
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. ☒ 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). ☒ 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 |
☐ |
Smaller
reporting company |
☒ |
(Do not check if a smaller reporting company) |
|
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). ☒ 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.
39,300,000
common shares issued and outstanding as of August 12, 2015.
ASIA
PACIFIC BOILER CORPORATION
FORM
10-Q
TABLE
OF CONTENTS
PART I – FINANCIAL
INFORMATION |
|
|
|
Item 1. |
Financial
Statements |
3 |
Item 2. |
Management's
Discussion and Analysis of Financial Condition and Results of Operations |
15 |
Item 3. |
Quantitative
and Qualitative Disclosures about Market Risk |
24 |
Item 4. |
Controls
and Procedures |
24 |
|
|
|
PART II –
OTHER INFORMATION |
|
|
|
|
Item 1. |
Legal
Proceedings |
25 |
Item 1A. |
Risk
Factors |
25 |
Item 2. |
Unregistered
Sales of Equity Securities and Use of Proceeds |
25 |
Item 3. |
Defaults
Upon Senior Securities |
25 |
Item 4. |
Mine
Safety Disclosures |
25 |
Item 5. |
Other
Information |
25 |
Item 6. |
Exhibits |
26 |
|
|
|
SIGNATURES |
27 |
PART
I – FINANCIAL INFORMATION
Item 1. |
Financial
Statements (Unaudited) |
Our
unaudited interim financial statements for the three and six month periods ended June 30, 2015 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.
Asia
Pacific Boiler Corp. |
|
(fka
Panama Dreaming Inc.) |
|
Condensed
Consolidated Balance Sheets |
|
| |
June 30, | | |
December 31, | |
| |
2015 | | |
2014 | |
| |
(Unaudited) | | |
(Audited) | |
ASSETS | |
| | |
| |
| |
| | |
| |
Current Assets | |
| | |
| |
Cash | |
$ | 4,290 | | |
$ | 6,946 | |
Total Current Assets | |
| 4,290 | | |
| 6,946 | |
TOTAL ASSETS | |
$ | 4,290 | | |
$ | 6,946 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts payable | |
$ | 57,839 | | |
$ | 18,103 | |
Shares to be issued | |
| 1,494,500 | | |
| 1,494,500 | |
Accounts payable to related parties | |
| 633,340 | | |
| 504,532 | |
Advanced from a related party | |
| 120,283 | | |
| 61,239 | |
TOTAL LIABILITIES | |
| 2,305,962 | | |
| 2,078,374 | |
| |
| | | |
| | |
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, 39,300,000 and 39,300,000 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively | |
| 393 | | |
| 393 | |
Additional paid in capital | |
| 2,282,970 | | |
| 2,282,970 | |
Accumulated deficit | |
| (4,585,035 | ) | |
| (4,354,791 | ) |
Total Stockholders’ Deficit | |
| (2,301,672 | ) | |
| (2,071,428 | ) |
| |
| | | |
| | |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
$ | 4,290 | | |
$ | 6,946 | |
The
accompanying notes are an integral part of the consolidated unaudited financial statements. |
|
Asia
Pacific Boiler Corp.
(fka
Panama Dreaming Inc.)
Condensed Consolidated Statement of Operations
(Unaudited)
| |
Three Months Ended | | |
Six Months Ended | |
| |
June 30, | | |
June 30, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| |
| | |
| | |
| | |
| |
COSTS AND EXPENSES | |
| | |
| | |
| | |
| |
| |
| | |
| | |
| | |
| |
Consulting fees | |
$ | 9,425 | | |
$ | 6,255 | | |
$ | 15,425 | | |
$ | 9,814 | |
Management fees | |
| 106,934 | | |
| 69,447 | | |
| 155,601 | | |
| 159,838 | |
Legal & accounting | |
| 17,121 | | |
| 48,060 | | |
| 46,140 | | |
| 55,288 | |
General & administrative | |
| 10,447 | | |
| 71,420 | | |
| 13,078 | | |
| 72,299 | |
Total operating expenses | |
| 143,927 | | |
| 195,182 | | |
| 230,244 | | |
| 297,239 | |
| |
| | | |
| | | |
| | | |
| | |
LOSS FROM OPERATIONS | |
| (143,927 | ) | |
| (195,182 | ) | |
| (230,244 | ) | |
| (297,239 | ) |
| |
| | | |
| | | |
| | | |
| | |
Losses from equity investment | |
| - | | |
| (19,834 | ) | |
| - | | |
| (22,900 | ) |
| |
| | | |
| | | |
| | | |
| | |
NET LOSS | |
$ | (143,927 | ) | |
$ | (215,016 | ) | |
$ | (230,244 | ) | |
$ | (320,139 | ) |
| |
| | | |
| | | |
| | | |
| | |
NET LOSS PER COMMON SHARE - BASIC AND DILUTED | |
$ | (0.00 | ) | |
$ | (0.01 | ) | |
$ | (0.01 | ) | |
$ | (0.01 | ) |
| |
| | | |
| | | |
| | | |
| | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC
AND DILUTED | |
| 39,300,000 | | |
| 31,800,000 | | |
| 39,300,000 | | |
| 31,800,000 | |
The
accompanying notes are an integral part of the consolidated unaudited financial statements.
Asia
Pacific Boiler Corp.
(fka
Panama Dreaming Inc.)
Condensed
Consolidated Statement of Cash Flows
(Unaudited)
| |
Six Months Ended | |
| |
June 30, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
OPERATING ACTIVITIES | |
| | |
| |
Net loss | |
$ | (230,244 | ) | |
$ | (320,139 | ) |
Add: Loss from equity investment | |
| - | | |
| 22,900 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Other Receivable | |
| - | | |
| (1,425,000 | ) |
Prepaid expenses | |
| - | | |
| (7,515 | ) |
Accounts Payable | |
| 39,736 | | |
| (19,420 | ) |
NET CASH (USED IN) OPERATING ACTIVITIES | |
| (190,508 | ) | |
| (1,749,174 | ) |
| |
| | | |
| | |
FINANCING ACTIVITIES | |
| | | |
| | |
Shares to be issued | |
| - | | |
| 1,564,500 | |
Proceeds from sales of common stock | |
| - | | |
| 311 | |
Proceeds from accounts payable to a related party | |
| 128,808 | | |
| 176,058 | |
Proceeds from advances from a related party | |
| 59,044 | | |
| 22,578 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | |
| 187,852 | | |
| 1,763,447 | |
| |
| | | |
| | |
Exchange Loss | |
| - | | |
| (75 | ) |
NET CHANGE IN CASH | |
| (2,656 | ) | |
| 14,198 | |
CASH AT BEGINNING OF PERIOD | |
| 6,946 | | |
| - | |
| |
| | | |
| | |
CASH AT END OF PERIOD | |
$ | 4,290 | | |
$ | 14,198 | |
The
accompanying notes are an integral part of the consolidated unaudited financial statements.
Asia
Pacific Boiler Corp.
(fka Panama Dreaming Inc.)
Notes to the Unaudited Consolidated Financial Statements
NOTE 1. BASIS OF PRESENTATION
Asia Pacific Boiler Corp. (fka Panama Dreaming Inc.) (“Asia
Pacific” or the “Company” or “we” or “us”), 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 filed Articles of Merger with
the Nevada Secretary of State to change its name from “Panama Dreaming Inc.” to “Asia Pacific Boiler Corporation”,
to be effected by way of a merger with its wholly-owned subsidiary Asia Pacific Boiler Corporation, which was created solely for
the name change.
Also on November 5, 2012, the Company filed a Certificate of
Change with the Nevada Secretary of State to give effect to a forward split of its authorized, issued and outstanding shares of
common stock on a 4 new for 1 old basis and, consequently, the Company’s authorized common stock increased from 100,000,000
to 400,000,000 shares, and the Company’s issued and outstanding common shares increased from 7,950,000 to 31,800,000, all
with a par value of $0.00001. The Company’s preferred stock remained unchanged with 100,000,000 preferred shares authorized,
par value $0.00001, and no preferred shares issued or outstanding.
The forward split and name change became effective with the
Over-the-Counter Bulletin Board at the opening of trading on November 9, 2012.
On November 6, 2014, the Company changed the fiscal
year end to December 31 from June 30. The 10-K for the period ended December 31, 2014 filed on April 15, 2015 will cover
the transition period.
Merger with Million Place Investments Ltd.
On August 5, 2014, we entered into and closed a share exchange
agreement with Million Place Investments Ltd. (“Million Place”) and the shareholders of Million Place. Pursuant
to the terms of the share exchange agreement, we agreed to acquire all 10,000 of the issued and outstanding shares of Million Place’s
common stock in exchange for the issuance by our company of 7,500,000 shares of our common stock to the shareholders of Million
Place. As a result of these transactions, Million Place has become our wholly owned subsidiary. We would have 39,300,000 issued
and outstanding common shares upon issuance of the 7,500,000 shares of common stock. On November 19, 2014, we authorized and
issued the 7,500,000 shares of common stock.
Business of Million Place Investments Ltd.
Million Place was incorporated on April 30, 2012 under the laws
of the British Virgin Island (BVI) to engage in any lawful corporate undertaking, including but not limited to mergers and acquisitions.
Pursuant to a Share Tranfer Agreement dated December 3, 2012,
Million Place purchased from John Gong, 14.7 million shares at Renminbi (RMB) 1.00 per ordinary share (approximately $2,227,273
in the aggregate) in the share capital of Inner Mongolia Yulong Pump Production Company Limited (Yulong Pump) thereby acquiring
an equity interest of 49% in Yulong Pump. Yulong Pump is a China foreign joint venture corporation engaged in the sale and
manufacture of industrial equipment, and in the acquisition, development and exploitation of residential, commercial, and industrial
real estate assets. The business of Yulong Pump is further described below. In acquiringa 49% interest in Yulong Pump,
Million Place became the deemed cooperative foreign joint venture partner of Yulong Pump.
Pursuant to PRC law, the partners in a cooperative foreign joint
venture are permitted to share profits on an agreed basis and not necessarily in proportion to capital contribution. The
joint venture is not required to be a distinct legal entity from its partners and management and financial control of the foreign
joint venture may be determined at the discretion of the partners by mutual agreement provided that, upon termination of the joint
venture, all fixed assets will become the property of the Chinese participant in the joint venture. Pursuant to the December
3, 2012 Share Transfer Agreement. Million Place was entitled to appoint the board of directors of Yulong Pump. Further, absent
an agreement between Million Place and Yulong Pump, the articles of association of Yulong Pump provide for distribution of dividends
amongst its shareholder in proportion to the number of shares held by them.
On April 25, 2014 Million Place entered into a Share Sale &
Purchase Agreement with Qin Xiu Shan, our President,Chief Executive Officer and (now) Director, whereby Mr. Qin, who is the beneficial
owner of a 51% interest in Yulong Pump, granted to Million Place the option to purchase an additional 2% equity interest in Yulong
Pump (being 600,000 shares) for the aggregate purchase price of RMB 1.00 per share or approximately $96,278 in the aggregate.
The option is perpetual and without provision for termination. With its acquisition of a 49% equity interest together with
an option to purchase an aggregate 51% equity interest, Million Place is seeking to establish a majority equity stake in Yulong
Pump.
On May 22, 2014 Million Place entered into a Joint Venture Contract
with Yulong Pump pursuant to which the companies intend to jointly engage in the manufacture of industrial boilers, the provision
of consultancy services for the design of boiler systems, the manufacture of industrial water pumps and accessories, and the acquisition
and development of real estate. Pursuant to the Joint Venture Contract, Million Place will be solely responsible all operations
and management of the joint venture and shall have exclusive authority to enter into agreements on behalf of the joint venture.
Million Place will in turn receive compensation for services it provides to the joint venture and shall be entitled to a 49% share
of profit generated by the joint venture. Both Million Place and Yulong Pump shall be entitled to engage in business
that is competitive with the joint venture. Pursuant to the Joint Venture Contract, Yulong Pump has allocated its 143,106
square foot commercial property located in Wulateqianqi, Mongolia to the joint venture operation. That property is currently
under construction and is further described below. Additional assets or operations may be allocated to the joint venture on an
ongoing basis at the discretion of the parties.
Business of Inner Mongolia Yulong Pump Production Company
Limited
Inner Mongolia Yulong Pump Production Company
Limited (“Yulong Pump”) was incorporated on October 6, 1998 under the laws of the Peoples Republic of China to engage
in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.
During the year 2013, Yulong
Pump raised RMB ¥188,355,325
(USD$31,114,083) as a contribution from its president and CEO, Qin Xiu Shan.
On August 5, 2013 Yulong Pump entered into Real Estate Sales
Contracts (Lease Agreements) with WulateqianqiHua Yuan Real Estate Limited Company pursuant to which Yulong Pump acquired the land
use rights, expiring on September 15, 2080, to the third, fourth and fifth floors of a 6 story commercial building under development
and located in Wulanteqianqi, Mongolia, China. The leasehold area of the property is approximately 143,106 square feet.
Yulong pump paid RMB 188,355,325 (approximately USD $31,114,000) in consideration of the land use rights. The property is
under construction with completion anticipated by Fall of 2015. The Wulateqianqi property was subsequently allocated to the
joint venture between Million Place and Yulong Pump pursuant to the Joint Venture Agreement dated May 22, 2014. Million Place
is therefore responsible for the administration and management of the property and entitled to receive 49% of the joint venture
proceeds. The parties intend to lease the facility upon completion of construction and a potential tenant has been identified.
On February 1, 2014, Yulong Pump entered into a Warranty Deed Agreement
with Qin Xiu Shan, a former officer and former director of the Company, pursuant to which Mr. Qin has agreed to transfer to
Yulong Pump by July 31, 2014 all outstanding securities of Hohhot Devotion Boiler General Company Private Limited (“Hohhot
Devotion Boiler”). The Warranty Deed Agreement does not provide for financial consideration. Hohhot Devotion
Boiler is a PRC company with approximately 300 employees engaged in the manufacture and sale of industrial boilers, and in real
estate development in the Hohhot region of Inner Mongolia, China. It is the largest manufacturer of boilers in Inner Mongolia.
Together, Devotion Boiler and Yulong Pump are concurrently planning to begin construction in March 2014 of a new state of the
art boiler manufacturing factory with a planned investment of approximately USD$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 also intend to rezone for commercial and residential use industrial land owned by Devotion Boiler in Inner Mongolia. As
at the date of this report, the acquisition of Devotion Boiler by Yulong Pump remains incomplete, and there is no guarantee that
any such acquisition will be completed. Further, there is no guarantee that Yulong Pump or Devotion Boiler will successfully
financing the construction of their planned boiler facility. On August 5, 2014, the warranty deed was extended to October 31,
2014. On March 31, 2015, the warranty deed was further extended to June 30, 2015. On July 1, 2015, the warranty deed
was again extended to October 31, 2015. As at the date of this report, the acquisition has not been completed. There is no guarantee
that the transfer will be completed or that it will be completed on terms favorable to Yulong Pump.
Through our wholly owned subsidiary, Million Place, together
with its joint venture partner, Yulong Pump, we adopted a multi-pronged business plan involving the acquisition, development and
exploitation of residential, commercial, and industrial real estate assets, the manufacture and sale of industrial water pumps
and accessories and industrial boilers, and the provision of consultancy services for the design of industrial boiler systems.
The accompanying unaudited consolidated 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 afair presentation
have been included. Operating results for the six months ended June 30, 2015 are not necessarily indicative of the results that
may be expected for the fiscal year ending December 31, 2015. The accompanying unaudited consolidated financial statements should
be read in conjunction with the financial statements and related notes included in the Company’s 2014 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Business Combinations
We evaluate each investment in a business to determine
if we should account for the investment as a cost-basis investment, an equity investment, a business combination or a common control
transaction. An investment in which we do not have a controlling interest and which we are not the primary beneficiary but where
we have the ability to exert significant influence is accounted for under the equity method of accounting. For those investments
that we account for in accordance ASC 805,Business Combinations, we record the assets acquired and liabilities assumed
at our estimate of their fair values on the date of the business combination. Our assessment of the estimated fair value of each
of these can have a material effect on our reported results as intangible assets are amortized over various lives. Furthermore,
a change in the estimated fair value of an asset or liability often has a direct impact on the amount to recognize as goodwill,
which is not amortized. Often determining the fair value of these assets and liabilities assumed requires an assessment of the
expected use of the asset, the expected cost to extinguish a liability or our expectations related to the timing and the successful
completion of the integration of the business. Such estimates are inherently difficult and subjective and can have a material
impact on our financial statements. We account for business combinations under a method similar to the pooling-of-interest method ("Pooling-of-Interest") when
the combination is with a business under common control with us by our majority shareholder.
Basic and Diluted Earnings
(Loss) Per Share.
The basic net loss per common share is computed by dividing
the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing
the net loss adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus
potential dilutive securities. For the three and six months ended June 30, 2015, there were no potentially dilutive securities
outstanding.
Cash
Asia Pacific considers all highly liquid investments purchased
with an original maturity of three months or less to be cash equivalents. As of June 30, 2015, there were no cash equivalents.
We maintain a bank account in Hong Kong that principally consists of cash.
Income Taxes.
The Company accounts for income taxes under the Financial Accounting
Standards Board of Financial Accounting Standard ASC 740, "Accounting for Income Taxes." Under ASC 740, deferred tax
assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. There was no current or deferred income tax expense or benefits for the
periods ending June 30, 2015 and 2014.
Recently Issued Accounting
Pronouncements.
In June 2014, the FASB issued ASU 2014-10, Development Stage
Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development
stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements
of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will effective prospectively for annual
reporting periods begin after December 15, 2014, and interim periods within those annual periods. However, early adoption is permitted.
The Company adopted ASU 2014-10 during the six months ended June 30, 2015, thereby no longer presenting or disclosing any information
required by Topic 915.
In August 2014, the FASB issued
the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial
Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a
Going Concern (“ASU 2014-15”).
In connection with preparing
financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are
conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as
a going concern within one year after the date that the financial statements
are issued (or within one year after the date that the financial
statements are available to be issued when applicable). Management’s
evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial
statements are issued (or at the date that the financial
statements are available to be issued when applicable). Substantial
doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in
the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one
year after the date that the financial statements are issued (or available to be issued). The term probable is
used consistently with its use in Topic 450, Contingencies.
When management identifies conditions or events that raise substantial
doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended
to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s
plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so,
(2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s
ability to continue as a going concern.
If conditions or events raise substantial doubt
about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration
of management’s plans, the entity should disclose information that enables users of the financial statements to understand
all of the following (or refer to similar information disclosed elsewhere in the footnotes):
|
a. |
Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before
consideration of management’s plans) |
|
|
|
|
b. |
Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet
its obligations |
|
|
|
|
c. |
Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern. |
If conditions or events raise
substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after
consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial
doubt about the entity’s ability to continue as a going concern within
one year after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose
information that enables users of the financial statements to understand all of the following:
|
a. |
Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern |
|
|
|
|
b. |
Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet
its obligations |
|
|
|
|
c. |
Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s
ability to continue as a going concern. |
The amendments in this Update are effective for the annual period
ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.
Management does not believe that any recently issued, but not yet
effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.
NOTE 3. GOING CONCERN
These financial statements have
been prepared on a going concern basis, which implies Asia Pacific will continue to meet its obligations and continue its operations
for the next fiscal year. Realization value may be substantially different from carrying values as shown and these financial statements
do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities
that might be necessary should Asian Pacific be unable to continue as a going concern. As of June 30, 2015, Asia Pacific has
not generated revenues and has accumulated losses of $4,585,035 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. INVESTMENT
The Company, through Million Place, has a 49% interest in Yulong
Pump, a pump and boiler production company in Inner Mongolia since December 1, 2012. We use the equity method to account for investments
in Yulong Pump; accordingly, our results of operations include the Company’s proportionate share of the net income or loss
of Yulong Pump. Our judgment regarding the level of influence over each equity method investment includes considering key factors
such as our ownership interest, representation on the board of directors, participation in policy-making decisions and material
intercompany transactions. Since the investment loss exceeded the carrying amount of an investment accounted for the equity method,
the investment is reduced to zero as of June 30, 2015. The Company will resume applying the equity method only after its share
of that net income equals the share of net losses not recognized during the period the equity method was suspended.
As of June 30, 2015 and December 31, 2014, the carrying value
of the Company’s investment in Yulong Pump amounted to $0 and $0, respectively. Investment loss from Yulong Pump amounted
$0 and $19,834 for the three months ended June 30, 2015 and 2014, respectively. Investment loss from Yulong Pump amounted $0 and
$22,900 for the six months ended June 30, 2015 and 2014, respectively.
NOTE 5. RELATED PARTY TRANSACTIONS
As of June 30, 2015 and December 31, 2014, advances from the
Company’s chairman, chief executive officer and director, John Gong, amounted to $120,283 and $61,239, respectively. The
advances are payments made by John Gong to cover expenses related to its operations. The advance is non-interest bearing, and payable
on demand.
As of June 30, 2015 and December 31, 2014, accounts payable
to a related party, G Capital Limited, amounted $633,340 and $504,532, respectively. The payable is for providing management services
to the Company. John Gong is the CEO and a shareholder of G Capital Limited.
On August 5, 2014, the company acquired Million Place, a related
party under common control. Accordingly, in accordance with ASC Topic 805, with respect to business combination for transactions
between entities ender common control, the merger has been accounted for using Pooling-of-Interest with no adjustment to the historical
basis of the Million Place or the company. The Balance sheets, statement of operations and statement of cash flows for Million
Place have therefore been included in all period presented as if we had been combined at all times the entities were under common
control.
NOTE 6. SHARES TO BE ISSUED
On April 2, 2014, the Company received $230,000 and agreed to
issue shares pursuant to Regulation S of the Securities Act for $1.50 per share.
On April 4, 2014, the Company received $130,000 and agreed to
issue shares pursuant to Regulation S of the Securities Act for $1.50 per share.
On April 4, 2014, the Company received $876,311 and agreed to
issue shares pursuant to Regulation S of the Securities Act for $1.50 per share. $311 of the proceeds was booked as shareholder’s
contribution and $876,000 was booked as shares to be issued as of June 30, 2014.
On April 7, 2014, the Company received $15,000 and agreed to
issue shares pursuant to Regulation S of the Securities Act for $1.50 per share.
On April 7, 2014, the Company received $144,000 and agreed to
issue shares pursuant to Regulation S of the Securities Act for $1.50 per share.
On April 17, 2014, the Company received $60,000 and agreed to
issue shares pursuant to Regulation S of the Securities Act for $1.50 per share.
On May 2, 2014, the Company received $15,000 and agreed to issue
shares pursuant to Regulation S of the Securities Act for $1.50 per share.
On May 19, 2014, the Company received $15,000 and agreed to
issue shares pursuant to Regulation S of the Securities Act for $1.50 per share.
On May 21, 2014, the Company received $19,500 and agreed to
issue shares pursuant to Regulation S of the Securities Act for $1.50 per share.
On May 21, 2014, the Company received $60,000 and agreed to
issue shares pursuant to Regulation S of the Securities Act for $1.50 per share.
Shares issuance commission of $70,000 in relates
to the above share issuance was booked against shares to be issued.
As of June 30, 2015 and December 31, 2014, Share to be issued is 1,494,500.
NOTE 7. STOCKHOLDER’S EQUITY
On November 5, 2012, we filed a Certificate of Change with the
Nevada Secretary of State to increase our authorized capital from 100,000,000 common shares to 400,000,000 common shares. On the
same date, we affected a forward split of our authorized, issued and outstanding shares of common stock on a four for one (4:1)
basis. All prior share amounts have been restated retroactively.
On April 4, 2014, the Company received $876,311 and agreed to
issue shares pursuant to Regulation S of the Securities Act for $1.50 per share. $311 of the proceeds were booked as shareholder’s
contribution and $876,000 were booked as shares to be issued as of June 30, 2014.
On August 5, 2014, the Company entered into and closed a share
exchange agreement with Million Place and the shareholders of Million Place. Pursuant to the terms of the share exchange
agreement, the company agreed to acquire all 10,000 of the issued and outstanding shares of Million Place’s common stock
in exchange for the issuance by the company of 7,500,000 shares of common stock to the shareholders of Million Place. As a result
of these transactions, Million Place has become our wholly owned subsidiary. Because the company and Million Place are
under common control, it is required under GAAP to account for the acquisition in a manner similar to the pooling of interest method
of accounting. Under this method of accounting, the Company reflected in its balance sheet the assets of Million Place at the company’s
historical carryover basis instead of reflecting the fair market value of assets and liabilities. The Company also retrospectively
recast its financial statements to include the operating results of Million Place from the date these assets were originally acquired
by the company (the dates upon which common control began). On November 19, 2014, the Company authorized and issued the 7,500,000
shares.
On April 25, 2014, Million Place entered into
a share sale and purchase agreement with Qin Xiu Shan, our former president, chief executive officer and director, whereby Qin
Xiu Shan, who is the beneficial owner of a 51% interest in Yulong Pump, granted to Million Place the option to purchase an additional
2% equity interest in Yulong Pump (being 600,000 shares) for the aggregate purchase price of RMB 1.00 per share or approximately
$96,278 in the aggregate. The option is perpetual and without provision for termination. With its acquisition of a 49% equity
interest together with an option to purchase an aggregate 51% equity interest, Million Place is seeking to establish a majority
equity stake in Yulong Pump. As of the report date, Million Place has not executed this option.
NOTE 8. INCOME TAXES
The
income tax expense in the consolidated statements of operations consisted of:
| |
| For
the three months ended June 30,
| | |
| For
the six months ended
June 30,
| |
| |
| 2015 | | |
| 2014 | | |
| 2015 | | |
| 2014 | |
| |
| | | |
| | | |
| | | |
| | |
Unites States Enterprise Income Tax | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
BVI Enterprise Income Tax | |
| - | | |
| - | | |
| - | | |
| - | |
Income taxes, net | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
United States
Asia Pacific is incorporated in United States, and is subject
to corporate income tax rate of 34%.
As of June 30, 2015, the company has net operating losses of
approximately $4,585,035 that begin expiring in 2031. The potential benefit of the company’s net operating losses has not
been recognized in these financial statements because the company cannot be assured it is more likely-than-not it will utilize
the net operating losses carried forward.
| |
June 30, 2015 | | |
December 31, 2014 | |
Deferred Tax Assets and Liabilities: | |
| | |
| |
Net operating loss carryforwards | |
$ | 314,964 | | |
$ | 237,578 | |
Valuation allowance | |
| (314,964 | ) | |
| (237,578 | ) |
Net deferred tax assets | |
$ | - | | |
$ | - | |
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.
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.
Corporate Overview
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.
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.
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.
On August 5, 2014, we entered into and
closed a share exchange agreement with Million Place Investments Ltd. and the shareholders of Million Place. Pursuant to the terms
of the share exchange agreement, we agreed to acquire all 10,000 of the issued and outstanding shares of Million Place’s
common stock in exchange for the issuance by our company of 7,500,000 shares of our common stock to the shareholders of Million
Place. As a result of these transactions, Million Place became our wholly owned subsidiary. The 7,500,000 shares were subsequently
issued, increasing the number of our issued and outstanding common shares to 39,300,000.
Million Place was incorporated on April
30, 2012 under the laws of the British Virgin Islands (BVI) to engage in any lawful corporate undertaking, including but not limited
to mergers and acquisitions.
Pursuant to a share transfer agreement
dated December 3, 2012, Million Place purchased from John Gong, a director and officer of our company, 14,700,000 shares at Renminbi
(“RMB”) 1.00 per ordinary share (approximately $2,227,273 in the aggregate) in the share capital of Inner Mongolia
Yulong Pump Production Company Limited (Yulong Pump) thereby acquiring an equity interest of 49% in Yulong Pump. Yulong Pump is
a China foreign joint venture corporation engaged in the sale and manufacture of industrial equipment, and in the acquisition,
development and exploitation of residential, commercial, and industrial real estate assets. The business of Yulong Pump is further
described below. In acquiring a 49% interest in Yulong Pump, Million Place became the deemed cooperative foreign joint venture
partner of Yulong Pump.
Pursuant to People’s Republic of
China (“PRC”) law, the partners in a cooperative foreign joint venture are permitted to share profits on an agreed
basis and not necessarily in proportion to capital contribution. The joint venture is not required to be a distinct legal entity
from its partners and management and financial control of the foreign joint venture may be determined at the discretion of the
partners by mutual agreement provided that, upon termination of the joint venture, all fixed assets will become the property of
the Chinese participant in the joint venture. Pursuant to the December 3, 2012 share transfer agreement, Million Place was entitled
to appoint the board of directors of Yulong Pump. Further, absent an agreement between Million Place and Yulong Pump, the articles
of association of Yulong Pump provide for distribution of dividends amongst its shareholders in proportion to the number of shares
held by them.
On April 25, 2014, Million Place entered
into a share sale and purchase agreement with Qin Xiu Shan, a former officer and director of our company, whereby Mr. Qin, who
is the beneficial owner of a 51% interest in Yulong Pump, granted to Million Place the option to purchase an additional 2% equity
interest in Yulong Pump (being 600,000 shares) for the aggregate purchase price of RMB 1.00 per share or approximately $96,278
in the aggregate. The option is perpetual and without provision for termination. With its acquisition of a 49% equity interest
together with an option to purchase an aggregate 51% equity interest, Million Place is seeking to establish a majority equity stake
in Yulong Pump.
On May 22, 2014, Million Place entered
into a joint venture contract with Yulong Pump pursuant to which the companies intend to jointly engage in the manufacture of industrial
boilers, the provision of consultancy services for the design of boiler systems, the manufacture of industrial water pumps and
accessories, and the acquisition and development of real estate. Pursuant to the joint venture contract, Million Place will be
solely responsible all operations and management of the joint venture and shall have exclusive authority to enter into agreements
on behalf of the joint venture. Million Place will in turn receive compensation for services it provides to the joint venture and
shall be entitled to a 49% share of profit generated by the joint venture. Both Million Place and Yulong Pump shall be entitled
to engage in business that is competitive with the joint venture. Pursuant to the joint venture contract, Yulong Pump has allocated
its 143,106 square foot commercial property located in Wulateqianqi, Mongolia to the joint venture operation. That property is
currently under construction and is further described below.Additional assets or operations may be allocated to the joint venture
on an ongoing basis.
On February 1, 2014, Yulong Pump entered
into a warranty deed agreement with Qin Xiu San, a former officer and director of our company, pursuant to which Mr. Qin agreed
to transfer to Yulong Pump by July 31, 2014 all outstanding securities of Hohhot Devotion Boiler General Company Private Limited
(“Hohhot Devotion Boiler”). On August 5, 2014, the warranty deed was extended to October 31, 2014. On March 31, 2015,
the warranty deed was further extended until June 30, 2015, and on July 1, 2015, the warranty deed was again extended to October
31, 2015. The warranty deed does not specify financial consideration for the transfer and, as at the date of this report, the acquisition
has not been completed. There is no guarantee that the transfer will be completed or that it will be completed on terms favorable
to Yulong Pump.
Hohhot Devotion Boiler is a PRC company
with approximately 300 employees engaged in the manufacture and sale of industrial boilers, and in real estate development in the
Hohhot region of Inner Mongolia, China. It is the largest manufacturer of boilers in Inner Mongolia. Together, Devotion Boiler
and Yulong Pump are concurrently planning to begin construction of a new state of the art boiler manufacturing factory with a planned
investment of approximately $250 million. The companies intend to commence staffing and training of the new boiler plant employees
concurrently with the start of plant construction. Yulong Pump and Devotion Boiler also intend to rezone for commercial and residential
use industrial land owned by Devotion Boiler in Inner Mongolia. As at the date of this report, the acquisition of Devotion Boiler
by Yulong Pump remains incomplete, and there is no guarantee that any such acquisition will be completed. Further, there is no
guarantee that Yulong Pump or Devotion Boiler will successfully finance the construction of their planned boiler facility.
Through our wholly owned subsidiary,
Million Place, together with its joint venture partner, Yulong Pump, we adopted a multi-pronged business plan involving the acquisition,
development and exploitation of residential, commercial, and industrial real estate assets, the manufacture and sale of industrial
water pumps and accessories and industrial boilers, and the provision of consultancy services for the design of industrial boiler
systems.
On November 6, 2014, we changed our fiscal
year end to December 31 from June 30.
Our director and officer, John Gong Chin
Ong, is the controlling shareholder, principal officer, and a director of Million Place. Mr. Qin XiuShan, a former officer and
director of our company, is the majority shareholder, principal officer and a director of Hohhot Devotion Boiler. Both John Gong
Chin Ong and Qin XiuShan are affiliated shareholders and principals of Yulong Pump.
Business of Inner Mongolia Yulong
Pump Production Company Limited
Yulong Pump was incorporated on October
6, 1998 under the laws of the PRC to engage in any lawful corporate undertaking, including, but not limited to, selected mergers
and acquisitions.
In 1998, Yulong Pump paid a total of
RMB 799,000 or $131,985 to acquire land use rights in Wuchuan, Inner Mongolia, for the purposes of establishing a manufacturing
facility. From 1998 until 2008, Yulong Pump was engaged in the manufacture of industrial water pumps for a variety of applications
in Wuchuan, Inner Mongolia. In 2008, Yulong Pump ceased its water pump manufacturing activities due to a decrease in demand for
its products and increasing obsolescence of its manufacturing infrastructure. The land use rights for the Wuchuan property expire
in 2046 and are eligible for renewal subject to additional costs. The Wuchuan property is located in the city centre of Wuchuan,
a suburb of Hohhot. Yulong Pump intends to explore the potential for commercial development of these lands. The land use right
has not been transferred to Yulong Pump as of December 31, 2014. Yulong Pump wrote off the net amount of land use right as of December
31, 2014.
Since the termination of its water pump
manufacturing operations, Yulong Pump has engaged in the identification and acquisition of other industrial manufacturing assets,
and in the acquisition, development and exploitation of residential, commercial, and industrial real estate assets.
In 2008, Yulong Pump transformed itself
from a local resident China company to a foreign joint venture company. As a result, the company has become an entity with the
status of a foreign joint venture company with registered capital of RMB30 million (approximately $4,839,181), which consists of
30 million shares of authorized, issued and outstanding voting common stock with a par value of RMB1.0 per share ($0.16).
In 2013, Yulong Pump applied to the Foreign
Investment Committee of Inner Mongolia Autonomous Region to raise the registered capital from RMB 30 million to RMB 600 million(approximately
$96,783,624). This was approved in November 2013.
During the year 2013, Yulong Pump raised
RMB 188,355,325 ($31,114,083) as a contribution from its president and chief executive officer, Qin Xiu Shan.
On August 5, 2013, Yulong Pump entered
into real estate sales contracts with Wulanteqianqi Hua Yuan Real Estate Limited Company pursuant to which Yulong Pump acquired
the land use rights, expiring on September 15, 2080, to the third, fourth and fifth floors of a 6 story commercial building under
development and located in Wulanteqianqi, Mongolia, China. The leasehold area of the property is approximately 143,106 square feet.
Yulong Pump paid RMB 188,355,325 (approximately $31,114,083) in consideration of the land use rights. The property is under construction
with completion anticipated by fall of 2015. The Wulateqianqi property was subsequently allocated to the joint venture between
Million Place and Yulong Pump pursuant to the joint venture agreement dated May 22, 2014. Million Place is therefore responsible
for the administration and management of the property and entitled to receive 49% of the joint venture proceeds. The parties intend
to lease the facility to tenants upon completion of construction and a potential tenant has been identified.
On February 1, 2014, Yulong Pump entered
into a warranty deed agreement with Qin Xiu Shan pursuant to which Mr. Qin has agreed to transfer to Yulong Pump by July 31, 2014
all outstanding securities of Devotion Boiler. The warranty deed agreement does not provide for financial consideration. On August
5, 2014, the warranty deed was extended to October 31, 2014. On March 31, 2015 the warranty deed was further extended to June 30,
2015. As at the date of this report, the acquisition has not been completed and there is no guarantee that the transfer will be
completed or that it will be completed on terms favorable to Yulong Pump. Hohhot Devotion Boiler is a PRC company with approximately
300 employees engaged in the manufacture and sale of industrial boilers, and in real estate development in the Hohhot region of
Inner Mongolia, China. It is the largest manufacturer of boilers in Inner Mongolia. Together, Devotion Boiler and Yulong Pump are
concurrently planning to begin construction by July 1, 2015 of a new state of the art boiler manufacturing factory with a planned
investment of approximately $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 also intend to rezone for commercial and residential
use industrial land owned by Devotion Boiler in Inner Mongolia. As at the date of this report, the acquisition of Devotion Boiler
by Yulong Pump remains incomplete, and there is no guarantee that any such acquisition will be completed. Further, there is no
guarantee that Yulong Pump or Devotion Boiler will successfully finance the construction of their planned boiler facility.
Cash Requirements
Over the next 12 months, beginning July
1, 2015, through our wholly owned subsidiary, Million Place, we intend to engage in the acquisition, development and management
of commercial real estate assets in cooperation with our joint venture partner, Yulong Pump. Together with Yulong Pump, we are
also seeking to engage in the manufacture and sale of industrial water pumps and accessories and industrial boilers for commercial
buildings, and the provision of consultancy services for the design of boiler systems. We anticipate that we will incur the following
operating expenses during this period:
Estimated Funding Required During the Next 12 Months |
Expense | |
Amount | |
Exercise of Option to acquire 2% (51% in the aggregate) of Inner Mongolia Yulong Pump and
Boiler Production Company Limited. | |
$ | 97,000 | |
Consulting Fees for Research and Development | |
| 100,000 | |
Management Consulting Fees | |
| 400,000 | |
Professional fees | |
| 400,000 | |
Other general administrative expenses | |
| 200,000 | |
Total | |
$ | 1,197,000 | |
We will require funds of approximately
$1,197,000 over the next twelve months to execute our business plan. 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 secure any additional financing or 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.
Future Financings
We anticipate continuing to rely on equity
sales of our shares of common stock in order to continue to fund our business operations. Issuances of additional shares will result
in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities
or arrange for debt or other financing to fund our planned activities.
Purchase of Significant Equipment
We do not anticipate the purchase or
sale of any plant or significant equipment during the next 12 months.
Going Concern
There is significant doubt about our
ability to continue as a going concern.
Our company has incurred a net loss of
$203,451 for the period ended June 30, 2015 and has generated no revenues. The continuity of our future operations is dependent
upon our ability to raise additional capital and to successfully execute our business plans in a timely manner. These conditions
raise substantial doubt about our ability to continue as a going concern. We intend to continue relying upon the issuance of equity
securities to finance our operations. However there can be no assurance we will be successful in raising the funds necessary to
maintain operations, or that a self-supporting level of operations will ever be achieved. The likely outcome of these future events
is indeterminable. The financial statement does not include any adjustment to reflect the possible future effect on the recoverability
and classification of the assets or the amounts and classification of liabilities that may result should we cease to continue as
a going concern.
Results of Operations
Three and Six month Periods Ended
June 30, 2015 and 2014
We have generated no revenues since inception
and have incurred $143,927 in operating expenses for the three month period ended June 30, 2015 and $230,244 in operating expenses
for the six month period ended June 30, 2015.
The following provides selected financial
data about our company for the three and six month periods ended June 30, 2015 and 2014.
| |
Three Months Ended June 30, 2015 $ | | |
Three Months Ended June 30, 2014 $ | | |
Six months Ended June 30, 2015 $ | | |
Six months Ended June 30, 2014 $ | |
Consulting fees | |
| 9,425 | | |
| 6,255 | | |
| 15,425 | | |
| 9,814 | |
Management fees | |
| 106,934 | | |
| 69,447 | | |
| 155,601 | | |
| 159,838 | |
Legal and accounting | |
| 17,121 | | |
| 48,060 | | |
| 46,140 | | |
| 55,288 | |
General and administrative | |
| 10,447 | | |
| 71,420 | | |
| 13,078 | | |
| 72,299 | |
Losses from equity investment | |
| - | | |
| 19,834 | | |
| - | | |
| 22,900 | |
Net loss | |
| 143,927 | | |
| 215,017 | | |
| 230,244 | | |
| 320,139 | |
Operating expenses for the three months ended
June 30, 2015 were $143,927 compared with $195,182 for the three months ended June 30, 2014. Operating expenses for the six months
ended June 30, 2015 were $230,244 compared with $297,239 for the six months ended June 30, 2014. The decrease in operating expenses
during fiscal 2015 is attributed to an overall reduction in transactional activity compared to fiscal 2014, resulting in reduced
general & administrative expenses and legal and accounting fees.
Liquidity and Capital Resources
Working Capital
| |
As at June 30, 2015 | | |
As at December 31, 2014 | |
Total current assets | |
$ | 4,290 | | |
$ | 6,946 | |
Total liabilities | |
| 2,305,962 | | |
| 2,078,374 | |
Working capital deficit | |
| 2,301,672 | | |
| 2,071,428 | |
Cash Flows
| |
Six months ended June 30, 2015 | | |
Six months ended June 30, 2014 | |
Net cash used in operating activities | |
$ | (190,508 | ) | |
$ | (1,749,174 | ) |
Net cash provided by by financing activities | |
| 187,852 | | |
| 1,763,447 | |
Net increase (decrease)in cash | |
| (2,656 | ) | |
| 14,198 | |
As of the date of this report, we have
yet to generate any revenues from our business operations.
As of June 30, 2015, our total current assets
were $4,290(consisting of cash), total current liabilities of $2,305,962, and a working capital deficit of $2,301,672.
During the six months ended June 30,
2015 we spent $190,508 on operating activities, whereas we spent $1,749,174 on operating activities during the same period in fiscal
2014, representing a nominal variance.
During the six months ended June
30, 2015 we received $187,852 from financing activities compared to $1,763,447 during the six months ended June 30, 2014. The
decrease in cash provided by financing activities during fiscal 2015 as compared to fiscal 2014 resulted from a decrease in
proceeds from accounts payable to a related party, offset by an increase in advances from related parties.
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.
Business Combinations
We have made strategic acquisitions to
expand our footprint, establish strategic partnerships and/or to obtain technology that is complementary to our product offerings
and strategy. We evaluate each investment in a business to determine if we should account for the investment as a cost-basis investment,
an equity investment, a business combination or a common control transaction. An investment in which we do not have a controlling
interest and which we are not the primary beneficiary but where we have the ability to exert significant influence is accounted
for under the equity method of accounting. For those investments that we account for in accordance ASC 805, Business Combinations,
we record the assets acquired and liabilities assumed at our estimate of their fair values on the date of the business combination.
Our assessment of the estimated fair value of each of these can have a material effect on our reported results as intangible assets
are amortized over various lives. Furthermore, a change in the estimated fair value of an asset or liability often has a direct
impact on the amount to recognize as goodwill, which is not amortized. Often determining the fair value of these assets and liabilities
assumed requires an assessment of the expected use of the asset, the expected cost to extinguish a liability or our expectations
related to the timing and the successful completion of the integration of the business. Such estimates are inherently difficult
and subjective and can have a material impact on our financial statements. We account for business combinations under a method
similar to the pooling-of-interest method ("Pooling-of-Interest") when the combination is with a business under common
control with us by our majority shareholder.
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 months ended June 30, 2015, 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 June 30, 2015, there were
no cash equivalents.
Income Taxes
Our company accounts for income taxes
under the Financial Accounting Standards Board of Financial Accounting Standard ASC 740, "Accounting for Income Taxes."
Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the enactment date. There was no current or deferred income tax
expense or benefits for the three month periods ending June 30, 2015 and 2014.
Recently Issued Accounting Pronouncements
In June 2014, the FASB issued ASU 2014-10,
Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction
of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information
on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will effective prospectively
for annual reporting periods begin after December 15, 2014, and interim periods within those annual periods.
However, early adoption is permitted.
Our company adopted ASU 2014-10 during the nine months ended September 30, 2014, thereby no longer presenting or disclosing any
information required by Topic 915.
In August 2014, the FASB issued the FASB
Accounting Standards Update No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure
of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).
In connection with preparing financial
statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions
or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern
within one year after the date that the financial statements are issued (or within one year after the date that the financial
statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions
and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that
the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability
to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable
that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements
are issued (or available to be issued). The term probable is used consistently with its use in Topic 450, Contingencies.
When management identifies conditions
or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider
whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating
effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively
implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about
the entity’s ability to continue as a going concern.
If conditions or events raise substantial
doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration
of management’s plans, the entity should disclose information that enables users of the financial statements to understand
all of the following (or refer to similar information disclosed elsewhere in the footnotes):
| a. | Principal conditions or events that raised substantial doubt about the entity’s ability to
continue as a going concern (before consideration of management’s plans). |
| b. | Management’s evaluation of the significance of those conditions or events in relation to
the entity’s ability to meet its obligations. |
| c. | Management’s plans that alleviated substantial doubt about the entity’s ability to
continue as a going concern. |
If conditions or events raise substantial
doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration
of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt
about the entity’s ability to continue as a going concern within one year after the date that the financial statements
are issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financial
statements to understand all of the following:
| a. | Principal conditions or events that raise substantial doubt about the entity’s ability to
continue as a going concern. |
| b. | Management’s evaluation of the significance of those conditions or events in relation to
the entity’s ability to meet its obligations. |
| c. | Management’s plans that are intended to mitigate the conditions or events that raise substantial
doubt about the entity’s ability to continue as a going concern. |
The amendments in this Update are effective
for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application
is permitted.
Management does not believe that any
recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying
financial statements.
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.
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.
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.
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. |
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: August 14, 2015 |
BY: |
/s/ John Gong Chin Ong |
|
|
John Gong Chin Ong |
|
|
Chairman, Chief Executive Officer and
Director (Principal
Executive Officer) |
|
|
|
|
|
|
DATED: August 14, 2015 |
BY: |
Yang Chin Leong |
|
|
Yang Chin Leong |
|
|
Chief Financial Officer, Treasurer and Director |
|
|
(Principal Financial Officer and
Principal Accounting Officer) |
|
|
|
27
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John Gong Chin Ong, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of Asia Pacific Boiler Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting
that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial
reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize
and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting. |
Date: August 14, 2015 |
/s/ John
Gong Chin Ong |
|
John Gong Chin Ong |
|
Chairman, Chief Executive Officer and Director
(Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Yang Chin Leong, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of Asia Pacific Boiler Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting
that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial
reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize
and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting. |
Date: August 14, 2015 |
/s/ Yang
Chin Leong |
|
Yang Chin Leong |
|
Chief Financial Officer, Treasurer and Director
(Principal Financial Officer and Principal Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS
ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
I, John Gong Chin Ong, hereby certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | the Quarterly Report on Form 10-Q of Asia Pacific Boiler Corporation for the period ended June
30, 2015 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of Asia Pacific Boiler Corporation |
Dated: August 14, 2015 |
/s/ John
Gong Chin Ong |
|
John Gong Chin Ong |
|
Chairman, Chief Executive Officer and Director (Principal Executive Officer) |
|
Asia Pacific Boiler Corporation |
A signed original of this written statement required
by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form
within the electronic version of this written statement required by Section 906, has been provided to Asia Pacific Boiler Corporation
and will be retained by Asia Pacific Boiler Corporation and furnished to the Securities and Exchange Commission or its staff upon
request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Yang Chin Leong, hereby certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | the Quarterly Report on Form 10-Q of Asia Pacific Boiler Corporation for the period ended June
30, 2015 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of Asia Pacific Boiler Corporation |
Dated: August 14, 2015 |
Yang Chin Leong |
|
Yang Chin Leong |
|
Chief Financial Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) |
|
Asia Pacific Boiler Corporation |
A signed original of this written statement required
by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form
within the electronic version of this written statement required by Section 906, has been provided to Asia Pacific Boiler Corporation
and will be retained by Asia Pacific Boiler Corporation and furnished to the Securities and Exchange Commission or its staff upon
request.
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