10-Q 1 bofc103116form10q.htm FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended October 31, 2016

☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT

For the transition period from ___________ to _____________

Borneo Industrial Fishery Corp Inc.

Commission File No. 000-54539

Nevada	27-1179591
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

136-20 38^th Avenue

Unit 3G

Flushing, NY 11354

(Address of Principal Executive Offices)

9294219748

(Issuer’s telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 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 smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-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	☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☑ YES ☐NO

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 4,366,649 Shares of Common Stock, as of April 19, 2017.

TABLE OF CONTENTS

PART I

Item 1.	Financial Statements (Unaudited)

	Condensed Balance Sheets as of October 31, 2016 and April 30, 2016

	Condensed Statements of Operations for the Three and Six Months Ended October 31, 2016 and 2015

	Condensed Statements of Cash Flows for the Six Months Ended October 31, 2016 and 2015

	Notes to condensed unaudited Financial Statements

Item 2.	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

Item 3.	Quantitative And Qualitative Disclosures About Market Risk

Item 4.	Controls and Procedures

PART II

Item 1.	Legal Proceedings

Item 1A.	Risk Factors

Item 2.	Unregistered Sales Of Equity Securities And Use Of Proceeds

Item 3.	Defaults Upon Senior Securities

Item 4.	Mine Safety Disclosures

Item 5.	Other Information

Item 6.	Exhibits

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

BORNEO INDUSTRIAL FISHERY CORP INC.
CONDENSED BALANCE SHEETS


		October 31,			April 30,
		2016 (Unaudited)			2016

ASSETS
Total current assets	$	—		$	—

TOTAL ASSETS	$	—		$	—

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	4,152		$	2,709
Due to related party		74,664			74,664

TOTAL CURRENT LIABILITIES		78,816			77,373

Commitments and Contingencies

STOCKHOLDERS' DEFICIT
Preferred stock, $.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding		—			—
Common stock, $.001 par value, 100,000,000 shares authorized, 4,366,649 shares issued and outstanding on October 31 and April 30, 2016 , respectively		4,367			4,367
Additional paid in capital		189,339			189,339
Accumulated Deficit		(272,522	)		(271,079	)

TOTAL STOCKHOLDERS' DEFICIT		(78,816	)		(77,373	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	—		$	—

See accompanying notes to condensed unaudited financial statements

BORNEO INDUSTRIAL FISHERY CORP INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended October 31,						Six Months Ended October 31,
	2016			2015			2016			2015

EXPENSES
General and administrative expenses	$	735		$	3,461		$	1,443		$	6,640

NET LOSS	$	(735	)	$	(3,461	)	$	(1,443	)	$	(6,640	)

Net loss per share:
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding, Basic and diluted		4,366,649			4,366,649			4,366,649			4,366,649

See accompanying notes to condensed unaudited financial statements

BORNEO INDUSTRIAL FISHERY CORP INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

	Six Months Ended October 31,
	2016			2015

OPERATING ACTIVITIES:
Net loss	$	(1,443	)	$	(6,640	)

Changes in assets and liabilities:
Accounts payable and accrued expenses		1,443			911
NET CASH USED IN OPERATING ACTIVITIES		—			(5,729	)


FINANCING ACTIVITIES:
Advances from related parties		—			5,729
NET CASH PROVIDED BY FINANCING ACTIVITIES		—			5,729

NET CHANGE IN CASH		—			—

Cash, beginning of period		—			—

Cash, end of period	$	—		$	—

Supplemental disclosure of cash flow information:
Cash paid during the period
Taxes	$	—		$	—
Interest	$	—		$	—

See accompanying notes to condensed unaudited financial statements

BORNEO INDUSTRIAL FISHERY CORP INC.

NOTES FOR THE FINANCIAL STATEMENTS ( UNAUDITED)

OCTOBER 31, 2016

NOTE 1- Organization and Basis of presentation

Organization

Borneo Industrial Fishery Corp Inc. (the “Company”) was incorporated in the state of Nevada on April 18, 2008, with former names Dimus Partners, Inc. and China Xibolun Technology Holdings Corporation. The Company’s wholly-owned subsidiary, Dimus Partners, LLC was a Texas limited liability company effective May 24, 2007. Dimus Partners, LLC (the “Texas Company”) and the Company entered into a Certificate of Exchange whereby the Nevada Corporation acquired 100% of the issued and outstanding membership interest of the Texas Company, in exchange for two million (2,000,000) common shares of the Company.

On September 21, 2012, James Patton, Nathan Pettus and James Pacey (“Sellers”), who were collectively the controlling shareholders of the Company, sold 4,200,000 shares of common stock of the Company to Chin Yung Kong and Anyuan Sun (“Purchasers”) for an aggregated price of $190,000. The 4,200,000 shares of common stock represented approximately 96.2% of the total issued and outstanding stock of the Company. As result of this share purchase transaction, Chin Yung Kong and Anyuan Sun became the controlling shareholders of the Company. The liabilities of $187,350 of the Company prior to September 21, 2012 have been settled by the Company resulting in a $17,310 gain.

On October 11, 2012, we changed our name to China Xibolun Technology Holdings Corporation.

Anyuan Sun, our former director, resigned from his position on July 22, 2014, due to personal reasons. On July 22, 2014, Anyuan Sun transferred 1,680,000 shares of common stock to Chin Yung Kong.

On July 28, 2015, we changed our name China Xibolun Technology Holdings Corporation to Borneo Industrial Fishery Corp Inc.

Basis of presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“US GAAP”) for complete financial statements. These condensed consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company’s annual report on Form 10-K for the fiscal year ended April 30, 2016. Operating results for the three and six months ended October 31, 2016 may not be necessarily indicative of the results that may be expected for the full year.

NOTE 2 –SUMMARY OF ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Estimates are based on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances, the results of which form the basis for judgments about results and the carrying values of assets and liabilities. Actual results and values may differ significantly from these estimates.

Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.” This ASU removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, the ASU eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of operations, cash flows, and shareholders’ deficit, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. Early adoption is permitted. The Company has elected to early adopt this ASU and, accordingly, no inception to date financial information is disclosed and the accompanying financial statements are not labeled as those of a development stage entity.

In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company does not expect that the adoption of this standard will have a material effect on the Company’s consolidated financial statements.

NOTE 3 – RELATED PARTY TRANSACTIONS

Expenses of the Company are currently being paid by an affiliate of our controlling shareholders. During the six months ended October 31, 2016 and 2015 , Chin Yung Kong, the director and shareholder of the Company, paid $0 and $5,729 for the Company’s audit and consultant fee.

NOTE 4 – GOING CONCERN

There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support the Company’s working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient to support the Company’s working capital requirements, the Company will have to raise additional working capital from additional financing. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may not be able continue its operations.

These conditions caused our auditors to have substantial doubt about the Company’s ability to continue as a going concern and issue an audit report on our year-end financial statements with an additional paragraph emphasizing the going concern issue. The accompanying condensed financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 5 –INCOME TAXES

Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. The provision for income taxes differs from the result which would be obtained by applying the statutory income tax rate of 34% to income before income taxes.

At October 31 and April 30, 2016, deferred tax assets consisted of the following:

	October 31,2016			April 30,2016
Deferred tax assets
Net operating losses	$	92,657		$	92,167
Less: valuation allowance		(92,657	)		(92,167	)

Net deferred tax asset	$	—		$	—

At October 31, 2016, the Company had an unused net operating loss carry-forward $272,522 that is available to offset future taxable income; the loss carry-forward will start to expire in 2029.

NOTE 6 –SUBSEQUENT EVENT

The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed.

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

We caution you that this report contains forward-looking statements regarding, among other things, financial, business, and operational matters.

All statements that are included in this Quarterly Report, other than statements of historical fact, are forward-looking statements. Forward-looking statements involve known and unknown risks, assumptions, uncertainties, and other factors. Statements made in the future tense, and statements using words such as “may,” “can,” “could,” “should,” “predict,” “aim’” “potential,” “continue,” “opportunity,” “intend,” “goal,” “estimate,” “expect,” “expectations,” “project,” “projections,” “plans,” “anticipates,” “believe,” “think,” “confident” “scheduled” or similar expressions are intended to identify forward-looking statements. Forward-looking statements are not a guarantee of performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and are beyond our control. These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered. We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We disclaim any obligation to update any of these forward-looking statements as a result of new information, future events, or otherwise, except as expressly required by law. References in this Form 10-Q, unless another date is stated, are to October 31, 2016. As used herein, the “Company,” “we,” “us,” “our” and words of similar meaning refer to Borneo Industrial Fishery Corp Inc.

Overview

Borneo Industrial Fishery Corp Inc was incorporated in the state of Nevada on April 18, 2008, under the name China Xibolun Technology Holdings Corporation and Dimus Partners, Inc. We have not generated any revenues to date. To date we have had only limited operations.

On September 21, 2012, James Patton, Nathan Pettus and James Pacey (“Sellers”), who are collectively the controlling shareholders of Dimus Partners, Inc (“Company”), sold 4,200,000 shares of common stock of the Company to Chin Yung Kong and Anyuan Sun (“Purchasers”) for an aggregated price of $190,000.00. The sold 4,200,000 shares of common stock represented approximately 96.2% of the total issued and outstanding stock of the Company. As result of this share purchase transaction, Chin Yung Kong and Anyuan Sun became the controlling shareholders of the Company. The liabilities of $177,350 of the Company prior to September 21, 2012 have been settled by the Company resulting in a $17,310 gain.

On October 11, 2012, we changed our name to China Xibolun Technology Holdings Corporation.

Anyuan Sun, our former director, resigned from his position on July 22, 2014, due to personal reasons. On July 22, 2014, Anyuan Sun transferred 1,680,000 shares of common stock to Chin Yung Kong.

On July 28, 2015, we changed our name to Borneo Industrial Fishery Corp Inc.

Results of Operations For Six Months Ended October 31, 2016 Compared To The Six Months Ended October 31, 2015

The Company did not generate any revenues for the six months ended October 31, 2016 or 2015, and has not generated any revenues since inception.

We had general and administrative expenses of $1,443 for the six months ended October 31, 2016, compared to general and administrative expenses of $6,640 for the six months ended October 31, 2015, a decrease of $5,197 in operating expenses from the prior period due to the decrease of professional fee.

LIQUIDITY AND CAPITAL RESOURCES

We had total assets of $0 as of October 31, 2016. We had liabilities of $78,816 as of October 31, 2016.

We had $0 and $5,729 of net cash used in operating activities for six month ended October 31, 2016 and 2015, respectively, which was from the net loss and increase in accounts payable and accrued expenses.

We had $0 and $5,729 of net cash provided by financing activities for the six months ended October 31, 2016 and 2015, respectively, which was due to amounts paid by Mr. Chin for expense.

Expenses of the Company are currently being paid by an affiliate of our controlling shareholders. The Company is dependent on such arrangements or additional outside financing, if even available to the Company, in order to meet its financial obligations and continue its operations.

These conditions caused our auditors to have substantial doubt about the Company’s ability to continue as a going concern and issue an audit report on our year-end financial statements with an additional paragraph emphasizing the going concern issue. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Critical Accounting Policies:

Use of Estimates

Income Taxes

The Company has adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, “Income Taxes”. This standard requires the use of an asset and liability approach for financial accounting, and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.

The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce any deferred tax assets to the amount that is more likely than not to be realized.

Recent Accounting Pronouncements

In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”, which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company does not expect that the adoption of this standard will have a material effect on the Company’s consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures are ineffective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

No change was made in our internal control over financial reporting during the Company’s six months ended October 31, 2016 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

Item 1A. Risk Factors

Not required for small reporting company.

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

On September 21, 2012, James Patton, Nathan Pettus and James Pacey (“Sellers”), who are collectively the controlling shareholders of the company, sold 4,200,000 shares of common stock of the Company to Chin Yung Kong and Anyuan Sun (“Purchasers”).The sold 4,200,000 shares of common stock represented approximately 96.2% of the total issued and outstanding stock of the Company. As result of this share purchase transaction, Chin Yung Kong and Anyuan Sun became the controlling shareholders of the Company.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Number	Description of Exhibit

31*	Certificate of the Chief Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32*	Certificate of the Chief Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS(#)	XBRL Instance Document

101.SCH(#)	XBRL Schema Document

101.CAL(#)	XBRL Calculation Linkbase Document

101.DEF(#)	XBRL Definition Linkbase Document

101.LAB(#)	XBRL Label Linkbase Document

101.PRE(#)	XBRL Presentation Linkbase Document

* Attached hereto.

(1) Filed as an exhibit to the Company’s Form S-1 Registration Statement filed with the Commission on February 5, 2010, and incorporated herein by reference.

(2) Filed as an exhibit to the Company’s Form S-1/A Registration Statement (Amendment No. 2) filed with the Commission on November 23, 2010, and incorporated herein by reference.

(#) XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Borneo Industrial Fishery Corp Inc.
	April 19, 2017
By:	/ S / Chin Yung Kong
	Chin Yung Kong President and Chief Executive Officer