UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2016
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File No. 000-54820
SICHUAN LEADERS PETROCHEMICAL COMPANY |
(Exact name of small business issuer as specified in its charter) |
FLORIDA | 20-4138848 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Tax. I.D. No.) |
3904 US Hwy 301 N Ellenton, FL 34222
(Address of Principal Executive Offices)
(941) 907-6889
(Registrant's Telephone Number, Including Area Code)
___________________
(Registrant's former name)
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 x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 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 x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller 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. | x |
(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
As of July 22, 2016, there were 30,755,000 shares of common stock outstanding.
2 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). These forward-looking statements are generally located in the material set forth under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" but may be found in other locations as well. These forward-looking statements are subject to risks and uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. You should not unduly rely on these statements.
We identify forward-looking statements by use of terms such as "may," "will," "expect," "anticipate," "estimate," "hope," "plan," "believe," "predict," "envision," "intend," "will," "continue," "potential," "should," "confident," "could" and similar words and expressions, although some forward-looking statements may be expressed differently. You should be aware that our actual results could differ materially from those contained in the forward-looking statements.
Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this report. These factors include, among others:
| · | our ability to execute on our growth strategies; |
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| · | our ability to find manufacturing partners on favorable terms; |
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| · | declines in general economic conditions in the markets where we may compete; |
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| · | our anticipated needs for working capital; and |
Forward-looking statements speak only as of the date of this report or the date of any document incorporated by reference in this report. Except to the extent required by applicable law or regulation, we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.
3 |
PART I – FINANCIAL INFORMATION
SICHUAN LEADERS PETROCHEMICAL COMPANY
BalanceSheets
As of June 30, 2016 (unaudited) and December 31, 2015
(All amounts shown in U.S. Dollars) |
| June 30, |
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| December 31, |
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| (unaudited) |
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ASSETS | ||||||||
Current Assets: |
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Cash and Cash Equivalents |
| $ | 43,513 |
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| $ | 68,381 |
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Prepaid Expenses |
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| 25 |
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| 3,849 |
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Total Current Assets |
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| 43,538 |
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| 72,230 |
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Total Assets: |
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| 43,538 |
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| 72,230 |
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LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current Liabilities: |
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Accounts Payable |
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| - |
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| 66 |
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Interest Payable |
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| 13,145 |
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| 8,263 |
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Loans from Shareholder |
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| 110,000 |
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| 110,000 |
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Total Current Liabilities |
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| 123,145 |
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| 118,329 |
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Total Liabilities |
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| 123,145 |
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| 118,329 |
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Stockholders' Equity: |
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Common Stock; $0.01 per share par value; 5,000,000,000 shares authorized; and 30,755,000 and 30,755,000 issued and outstanding at June 30, 2016 and December 31, 2015, respectively. |
|
| 307,550 |
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| 307,550 |
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Additional Paid in Capital |
|
| (68,566 | ) |
|
| (68,566 | ) |
Accumulated Deficit |
|
| (318,591 | ) |
|
| (285,083 | ) |
Total Stockholders' Deficit |
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| (79,607 | ) |
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| (46,099 | ) |
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Total Liabilities and Stockholders' Deficit |
| $ | 43,538 |
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| $ | 72,230 |
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The accompanying notes are an integral part of these financial statements.
4 |
SICHUAN LEADERS PETROCHEMICAL COMPANY
STATEMENTS OF OPERATIONS
|
| Six Months Ended June 30, |
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| Three Months Ended June 30, |
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| 2016 |
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| 2015 |
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| 2016 |
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| 2015 |
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| (unaudited) |
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| (unaudited) |
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| (unaudited) |
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| (unaudited) |
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Revenue: |
| $ | - |
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| $ | - |
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| $ | - |
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| $ | - |
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Operating Expenses: |
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General and Administrative - Related Party |
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| 11,979 |
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| 28,014 |
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| 5,989 |
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| 8,964 |
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General and Administrative |
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| 16,647 |
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| 13,315 |
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| 3,587 |
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| 4,904 |
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Operations Loss, Pre Tax |
|
| (28,626 | ) |
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| (41,329 | ) |
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| (9,576 | ) |
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| (13,868 | ) |
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Net Loss Continued Operations |
|
| (28,626 | ) |
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| (41,329 | ) |
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| (9,576 | ) |
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| (13,868 | ) |
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Other Income (Expense) |
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Interest Expense – Related Party |
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| 4,882 |
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| 3,326 |
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| 2,441 |
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| 2,416 |
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Net Loss |
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| (33,508 | ) |
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| (44,655 | ) |
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| (12,017 | ) |
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| (16,284 | ) |
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Basic and Diluted Net (Loss) per share: |
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Continuing Operations |
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| (0.00 | ) |
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| (0.00 | ) |
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| (0.00 | ) |
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| (0.00 | ) |
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Weighted average number of shares outstanding; Basic and Diluted |
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| 30,755,000 |
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| 30,755,000 |
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| 30,755,000 |
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| 30,755,000 |
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The accompanying notes are an integral part of these financial statements.
5 |
SICHUAN LEADERS PETROCHEMICAL COMPANY
Statements OF Cash Flows
|
| Six months Ended June 30, |
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| 2016 |
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| 2015 |
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| (unaudited) |
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| (unaudited) |
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Cash Flows from Operating Activities: |
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Net Loss |
| $ | (33,508 | ) |
| $ | (44,655 | ) |
Adjustments to reconcile net loss to net cash (used in) provided by operations: |
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Changes in Operating Assets and Liabilities: |
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Accounts Payable |
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| (66 | ) |
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| (3,795 | ) |
Accrued Expenses: Interest Payable |
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| 4,882 |
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| 3,326 |
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Prepaid Expenses |
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| 3,824 |
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| (4,028 | ) |
Net Cash Flows Used in Operating Activities: |
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| (24,868 | ) |
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| (49,152 | ) |
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Cash Flows from Financing Activities: |
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Loans from (to) Related Party |
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| - |
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| 110,000 |
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Net Cash Provided by Financing Activities |
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| - |
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| 110,000 |
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Change in Cash and Cash Equivalents: |
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| (24,868 | ) |
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| 60,848 |
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Cash and Cash Equivalents, Beginning of Period |
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| 68,381 |
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| 23,092 |
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Cash and Cash Equivalents, End of Period |
| $ | 43,513 |
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| $ | 83,940 |
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Supplemental Cash Flow Information: |
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Cash paid for interest |
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| - |
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| - |
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Cash paid for taxes |
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| - |
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| - |
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The accompanying notes are an integral part of these financial statements.
6 |
Sichuan Leaders Petrochemical Company
Notes to Financial Statements
For the Six Months Ended June 30, 2016 and 2015
(Unaudited)
NOTE 1. NATURE OF BUSINESS
Organization
Sichuan Leaders Petrochemical Company ("we," "us," "our" or the "Company"), formally known as Quality Wallbeds, Inc., was incorporated under the laws of the State of Florida on June 29, 2000. From our inception through May 2013, we provided quality space saving custom home furniture and closet organizing systems to the general public. We offered our services to people and companies needing assistance in the organization of their living/work space. In May 2013, our Board of Directors (the "Board") determined that to continue to protect and increase shareholder value, it would be to the advantage, welfare and best interests of our shareholders to consider alternative corporate strategies to generate new business revenue for the Company. The Board proposed that we pursue opportunities in Asia to acquire companies in the wholesale and resale of products in the automotive oil industry. To facilitate this action, the Board voted to dispose of all of our assets related to the retail operation of the wall bed products. This action was approved on May 21, 2013 by shareholders representing 87% of our issued and outstanding shares of common stock.
NOTE 2. GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had no ongoing business or other source of income and incurred a net loss of ($33,508) for the six month period ended June 30, 2016. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.
The Company is currently evaluating acquisitions and other business opportunities. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. No assurance can be given that the Company will be successful in these efforts.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. In the opinion of management there have been no changes to the Company's significant accounting policies, referred to in the audited consolidated financial statements and footnotes thereto, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015, filed March 1, 2016. All Amounts referenced in these Financial Statements and this Report are in US Dollars unless otherwise stated.
In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the six month period ended June 30, 2016 and 2015; (b) the financial position at June 30, 2016; and (c) cash flows for the six month period ended June 30, 2016 and 2015, have been made. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates. Operating results for the six month period ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ended December 31, 2016.
Reclassification
During the six month period ended June 30, 2015 the Company reclassified certain prior period amounts to conform to current period presentation.
7 |
Use of Estimates
The preparation of financial statements in conformity with US GAAP 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. The Company regularly evaluates estimates and assumptions related to the recoverability of deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Cash and Cash Equivalents
The majority of cash is maintained with a major financial institution in the United States. Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk. The Company considers all highly liquid investments purchased with an original maturity of six months or less to be cash equivalents. As of June 30, 2016 and December 31, 2015 the Company's deposits with this bank did not exceed the amount of insurance provided on such deposits. All cash stated in US$ unless otherwise stated.
Fair Value of Financial Instruments
FASB ASC 820-10 "Fair Value Measurements and Disclosures" defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This ASC also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described below:
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable data by correlation or other means. Inputs that are both significant to the fair value measurement and unobservable.
Level 1 Level 2 Level 3
Currently there are no assets that are required to be fair valued.
The Company's financial instruments consist principally of cash, prepaid expenses and accounts payable. The recorded values of all these financial instruments approximate their current fair values because of the short term nature of these financial instruments.
8 |
Impairment of Long-Lived Assets
FASB ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We assess the potential impairment of long-lived assets, principally property and equipment, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We determine if there is impairment by comparing undiscounted future cash flows from the related long-lived assets with their respective carrying values. In determining future cash flows, significant estimates are made by us with respect to future operating results of the restaurant over its remaining lease term. If assets are determined to be impaired, the impairment charge is measured by calculating the amount by which the asset carrying amount exceeds its fair value. This process of assessing fair values requires the use of estimates and assumptions, which are subject to a high degree of judgment. If these assumptions change in the future, we may be required to record impairment charges for these assets. The Company owned no long-lived assets as of June 30, 2016 or December 31, 2015.
Income Taxes
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.
Revenue Recognition
The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Stock-Based Compensation
The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model. No stock based compensation was issued or outstanding during the six month period ended June 30, 2016 or 2015.
Net Earnings (Loss) Per Share
The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. No potentially dilutive debt or equity instruments were issued and outstanding during the six month periods ended June 30, 2016 and 2015.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company financial statements.
9 |
NOTE 4. RELATED PARTY TRANSACTIONS
There were no new related party transactions that occurred during the six month period ended June 30, 2016.
NOTE 5. INCOME TAXES
As of June 30, 2016 and December 31, 2015, the Company has net operating losses from operations. The carry forwards expire through the year 2029. The Company's net operating loss carry forward may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. A valuation allowance has been applied due to the uncertainty of realization.
The Company's tax expense differs from the "expected" tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 34% and State tax rate of 3.3% to income before taxes), as follows:
| Six Month Period Ended June 30, (Unaudited) |
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US Dollars $ |
| 2016 |
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| 2015 |
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Tax Expense (benefit) at the Statutory Rate |
| $ | (11,393 | ) |
| $ | (15,183 | ) |
State Income Taxes, Net of Federal Income Tax Benefit |
|
| (1,106 | ) |
|
| (1,474 | ) |
Change in Valuation allowance |
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| (12,499 | ) |
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| (16,657 | ) |
Total |
| $ | - |
|
| $ | - |
|
The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
A valuation allowance has been applied due to the uncertainty of realization.
As of June 30, 2016 and June 30, 2015, the Company has net operating losses from operations. The carry forwards expire through the year 2023. The Company's net operating loss carry forward may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. A valuation allowance has been applied due to the uncertainty of realization.
10 |
NOTE 6. COMMITMENTS AND CONTINGENCIES
Related Party
The controlling shareholders have pledged support to fund continuing operations, as necessary. From time to time, the Company is dependent upon the continued support of these parties, through temporary advances or through arrangements of their personal credit. However, there is no written commitment to this effect.
Commencing January 1, 2016, the company renewed the one year agreement with AF Ocean Investment Management Company to provide management services to the Company. The Company pays AF Ocean Investment Management Company $1,996 per month.
The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.
The Company does not have employment contracts with its key employees, including the officers of the Company.
Leases And Facility
Our office is located at 3904 US Hwy 301 N Ellenton, FL 34222. The office space is rented by the Service Provider, and the Company pays a monthly management fee to them for services provided which includes the company's rent. We share the office with the Service Provider and ChinAmerica Andy Movie Entertainment Media Co. The service provider pays rent in the amount of $400 per month.
Legal Matters
From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company's financial position or results of operations.
NOTE 7. STOCKHOLDERS' EQUITY
Common Stock
The Company is authorized to issue 5,000,000,000 share of common stock with a par value of $0.01.
No shares were issued during the six month period ended June 30, 2016.
There were 30,755,000 shares of common stock issued and outstanding as of June 30, 2016.
Stock Options and Warrants
The Company had no options or warrants issued or outstanding during the six month period ended June 30, 2016.
NOTE 8. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date the financial statements were issued to assess the need for potential recognition or disclosure of this report, noting none.
11 |
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See "Cautionary Note Regarding Forward-Looking Statements." Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors discussed elsewhere in this report.
Overview
Sichuan Leaders Petrochemical Company ("we," "us," "our" or the "Company") was incorporated in the State of Florida on June 29, 2000 under the name Quality Wallbeds, Inc. In December 2012, we changed our name in anticipation of new business opportunities. From our inception through May 2013, we provided quality space saving custom home furniture and closet organizing systems to the general public. We discontinued our wall bed operations on May 21, 2013.
We are exploring various opportunities, including the petrochemical field, to determine our best strategic business direction. Since the change in the business model, current management has seen a direct impact on our revenues. Future cash flows, if any, are impossible to predict at this time. We may raise cash from sources other than our operations. Our only other source for cash at this time is investments by others in the Company or our sole director and executive officer, Andy Z. Fan. Any change in our strategic business direction may take years to complete and future cash flows, if any, are impossible to predict at this time.
Results of Operations
The following tables provide a comparison of a summary of our results of operations for the six and three month period ended June 30, 2016 and 2015
Results of Operations for the Six Month Period Ended June 30, 2016 and 2015.
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| Six Months Ended June 30, |
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| 2016 |
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| 2015 |
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| % Change |
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Revenue |
| $ | - |
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| 0 | % | |
General and Administrative Expense – Related Party |
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| 11,979 |
|
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| 28,014 |
|
|
| 58 | % |
General and Administrative Expense |
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| 16,647 |
|
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| 13,315 |
|
|
| 25 | % |
Loss from Operations |
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| (28,626 | ) |
|
| (41,329 | ) |
|
| 31 | % |
Other Income and (Expense) |
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense – Related Party |
|
| (4,882 | ) |
|
| (3,326 | ) |
|
| 47 | % |
Net Loss |
| $ | (33,508 | ) |
|
| (44,655 | ) |
|
| 25 | % |
12 |
Revenue from Operations
For the six month period ended June 30, 2016 and June 30, 2015, total revenue was $0 as we have not commenced revenue generating operations following the discontinuance of our Florida wall bed operation in May 2013.
General and Administrative Expenses– Related Party
For the six month period ended June 30, 2016 and June 30, 2015, related party operating expenses were $11,979 and $28,014, respectively. The decrease in expenses between the two periods is directly related to the reduction of management fees paid to the Service Provider. Due to the nominal work load needed by the Service Provider the contract was renewed on January 1, 2016, and both parties agreed the management fee would be reduced to $1,996 per month as compared to $6,350 per month during the six month period ended June 30, 2015.
General and Administrative Expenses
For the six month period ended June 30, 2016 and June 30, 2015, general and administrative expenses were $16,647 and $13,315, respectively, which consist of those expenses related to the current operations of the Company. The increase in expenses between the two periods related to an increase in our costs to file our periodic reports via EDGAR, and our increase in auditor fees.
Net Income (Loss)
As a result of the factors described above, there was a net loss of ($33,508) and ($44,655) for the six month period ended June 30, 2016 and 2015, respectively.
Results of Operations for the Three Month Period Ended June 30, 2016 and 2015.
Three Months Ended June 30, | ||||||||||||
|
| 2016 |
|
| 2015 |
|
| % Change |
| |||
Revenue |
| $ | - |
|
|
|
|
|
| 0 | % | |
General and Administrative Expense – Related Party |
|
| 5,989 |
|
|
| 8,964 |
|
|
| 33 | % |
General and Administrative Expense |
|
| 3,587 |
|
|
| 4,904 |
|
| (27%) |
| |
Loss from Operations |
|
| (9,576 | ) |
|
| (13,868 | ) |
|
| 31 | % |
Other Income and (Expense) |
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense – Related Party |
|
| 2,441 |
|
|
| 2,416 |
|
| (1%) |
| |
Net Loss |
| $ | (12,017 | ) |
|
| (16,284 | ) |
|
| 26 | % |
Revenue from Operations
For the three month period ended June 30, 2016 and June 30, 2015, total revenue was $0 as we have not commenced revenue generating operations following the discontinuance of our Florida wall bed operation in May 2013.
13 |
General and Administrative Expenses– Related Party
For the three month period ended June 30, 2016 and June 30, 2015, related party operating expenses were $5,989 and $8,964, respectively. The decrease in expenses between the two periods is directly related to the reduction of management fees paid to the Service Provider.
General and Administrative Expenses
For the three month period ended June 30, 2016 and June 30, 2015, general and administrative expenses were $3,587 and $4,904, respectively, which consist of those expenses related to the current operations of the Company.
Net Income (Loss)
As a result of the factors described above, there was a net loss of ($12,017) and ($16,284) for the three month period ended June 30, 2016 and 2015, respectively.
Liquidity and Capital Resources
General.
At June 30, 2016, we had cash and cash equivalents of $43,513. We have historically met our cash needs through cash flows from operating activities. However, since the discontinuation of our Florida wall bed operation the controlling shareholders have pledged to continue their support to fund the continuing operations, as necessary. Our cash requirements are generally for general and administrative activities. We have raised capital through officer loans during the current previous fiscal year. We believe that our cash balance is not sufficient to finance our cash requirements for expected operational activities, capital improvements and therefore we will require additional funding through officer loans.
In the event we are unable to generate sufficient funds to continue our business efforts or if we are pursued by a larger company for a business combination, we will analyze all strategies to continue the Company and maintain or increase shareholder value. Under these circumstances, we would consider a merger, acquisition, joint venture, strategic alliance, a roll-up, or other business combination for the purposes of continuing the business and maintaining or increasing shareholder value. Management believes its responsibility to maintain shareholder value is of paramount importance, which means we should consider the aforementioned alternatives in the event funding is not available on favorable terms to us when needed.
Operating activities
Our continuing operating activities used cash of ($24,868) and of ($49,152) for the six month period ended June 30, 2016 and 2015, respectively.
Investing Activities
We neither generated nor used funds in continuing investing activities during the six month period ended month period ended June 30, 2016 or 2015.
Financing activities
Cash provided in our financing activities was $0 for the six month period ended June 30, 2016, compared to cash provided of $110,000 during the comparable period in 2015. During the six month period ended June 30, 2015, the majority shareholder loaned the company $110,000.
14 |
Going Concern
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We had no ongoing business or other source of income and incurred a net loss of ($33,508) for the six month period ended June 30, 2016. These factors raise substantial doubt about our ability to continue as a going concern for a reasonable period of time.
We are currently evaluating acquisitions and other business opportunities. The ability to continue as a going concern is dependent upon us generating profitable operations in the future and/or obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. No assurance can be given that we will be successful in these efforts.
Income Taxes
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.
Inflation
Inflation does not materially affect our business or the results of our operations.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Critical Accounting Policies
We prepare our financial statements in accordance with generally accepted accounting principles of the United States ("GAAP"). GAAP represents a comprehensive set of accounting and disclosure rules and requirements. The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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. Our actual results could differ from those estimates. We use historical data to assist in the forecast of our future results. Deviations from our projections are addressed when our financials are reviewed on a monthly basis. This allows us to be proactive in our approach to managing our business. It also allows us to rely on proven data rather than having to make assumptions regarding our estimates.
15 |
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a "smaller reporting company" as defined by Item 10(f)(1) of Regulation S-K, and as such are not required to provide the information contained in this item pursuant to Item 305 of Regulation S-K.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures.
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is a process designed under the supervision of the Company's Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
With respect to the period ending June 30, 2016, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.
Based upon our evaluation regarding the period ending June 30, 2016, the Company's management, including its Principal Executive Officer, has concluded that its disclosure controls and procedures were not effective due to the Company's limited internal resources and lack of ability to have multiple levels of transaction review. Material weaknesses noted are lack of an audit committee, lack of a majority of outside directors on the board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and management is dominated by two individuals, without adequate compensating controls. However, management believes the financial statements and other information presented herewith are materially correct.
The Company's disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. However, the Company's management, including its Principal Executive Officer, does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
16 |
We were not subject to any legal proceedings during the six months ended June 30, 2016, nor to the best of our knowledge and belief are any threatened or pending.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
We did not sell any unregistered equity securities during the six months ended June 30, 2016.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No senior securities were issued and outstanding during the six months ended June 30, 2016.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable to our Company.
None.
17 |
Exhibit No. |
| Description |
|
|
|
3.1 |
| Amended and Restated Articles of Incorporation * |
|
|
|
3.2 |
| Articles of Amendment to Articles of Incorporation ** |
|
|
|
3.3 |
| By-Laws * |
|
|
|
10.1 |
| Management Services Agreement between Sichuan Leaders Petrochemical Company and AF Ocean Investment Management Company, effective as of June 1, 2015 *** |
|
|
|
31 |
| |
|
|
|
32 |
| |
|
|
|
101 |
| Financial statements from the quarterly report on Form 10-Q of Sichuan Leaders Petrochemical Company for the fiscal quarter ended June 30, 2016, formatted in XBRL: (i) the Balance Sheet; (ii) the Statement of Income; (iii) the Statement of Cash Flows; and (iv) the Notes to the Financial Statements Filed herewith |
_____________
Incorporated herein by reference to Sichuan Leaders Petrochemical Company's Registration Statement on Form S-1 filed with the SEC on August 7, 2012. Incorporated herein by reference to Sichuan Leaders Petrochemical Company's Current Report on Form 8- K filed with the SEC on December 21, 2012. Incorporated herein by reference to Sichuan Leaders Petrochemical Company's Annual Report on Form 10-K filed with the SEC on March 1, 2016.
* ** ***
18 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SICHUAN LEADERS PETROCHEMICAL COMPANY | |||
Dated: July 22, 2016 | By: | /s/ Andy Z. Fan | |
|
| Andy Z. Fan | |
Principal Executive Officer |
| 19 |
|
EXHIBIT 31
CERTIFICATION PURSUANT TO
EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Andy Z. Fan, certify that:
I have reviewed this quarterly report on Form 10-Q of Sichuan Leaders Petrochemical Company; 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; 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; I am 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;
1. 2. 3. 4.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my 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; Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my 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 Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
a. b. c. d.
5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
All significant deficiencies and material weakness 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 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.
a. b.
Date:7/22/16 | By: | /s/ Andy Z. Fan | |
| Name: | Andy Z. Fan | |
Title: | Principal Executive Officer | ||
Principal Financial Officer |
EXHIBIT 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Sichuan Leaders Petrochemical Company, (the "Company") on Form 10-Q for the period endedJune 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Andy Z. Fan, Chief Executive Officer and Chief Financial Officer of the Company, 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 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 the Company. |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Date:7/22/16 | By: | /s/ Andy Fan | |
| Name: | Andy Z. Fan | |
Title: | Chief Executive Officer | ||
Chief Financial Officer |
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2016 |
Jul. 22, 2016 |
|
Document And Entity Information [Abstract] | ||
Entity Registrant Name | SICHUAN LEADERS PETROCHEMICAL Co | |
Entity Central Index Key | 0001547355 | |
Trading Symbol | slpc | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 30,755,000 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q2 |
BALANCE SHEETS - USD ($) |
Jun. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Current Assets: | ||
Cash and Cash Equivalents | $ 43,513 | $ 68,381 |
Prepaid Expenses | 25 | 3,849 |
Total Current Assets | 43,538 | 72,230 |
Total Assets: | 43,538 | 72,230 |
Current Liabilities: | ||
Accounts Payable | 66 | |
Interest Payable | 13,145 | 8,263 |
Loans from Shareholder | 110,000 | 110,000 |
Total Current Liabilities | 123,145 | 118,329 |
Total Liabilities | 123,145 | 118,329 |
Stockholders' Equity: | ||
Common Stock; $0.01 per share par value; 5,000,000,000 shares authorized; and 30,755,000 and 30,755,000 issued and outstanding at June 30, 2016 and December 31, 2015, respectively. | 307,550 | 307,550 |
Additional Paid in Capital | (68,566) | (68,566) |
Accumulated Deficit | (318,591) | (285,083) |
Total Stockholders' Deficit | (79,607) | (46,099) |
Total Liabilities and Stockholders' Deficit | $ 43,538 | $ 72,230 |
BALANCE SHEETS (Parenthetical) - $ / shares |
Jun. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common Stock, shares issued | 30,755,000 | 30,755,000 |
Common Stock, shares outstanding | 30,755,000 | 30,755,000 |
STATEMENTS OF OPERATIONS (unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Income Statement [Abstract] | ||||
Revenue: | ||||
Operating Expenses: | ||||
General and Administrative - Related Party | 5,989 | 8,964 | 11,979 | 28,014 |
General and Administrative | 3,587 | 4,904 | 16,647 | 13,315 |
Operations Loss, Pre Tax | (9,576) | (13,868) | (28,626) | (41,329) |
Net Loss Continued Operations | (9,576) | (13,868) | (28,626) | (41,329) |
Other Income (Expense) | ||||
Interest Expense - Related Party | 2,441 | 2,416 | 4,882 | 3,326 |
Net Loss | $ (12,017) | $ (16,284) | $ (33,508) | $ (44,655) |
Basic and Diluted Net (Loss) per share: | ||||
Continuing Operations | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 |
Weighted average number of shares outstanding; Basic and Diluted | 30,755,000 | 30,755,000 | 30,755,000 | 30,755,000 |
STATEMENTS OF CASH FLOWS (unaudited) - USD ($) |
6 Months Ended | |
---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Cash Flows from Operating Activities: | ||
Net Loss | $ (33,508) | $ (44,655) |
Changes in Operating Assets and Liabilities: | ||
Accounts Payable | (66) | (3,795) |
Accrued Expenses: Interest Payable | 4,882 | 3,326 |
Prepaid Expenses | 3,824 | (4,028) |
Net Cash Flows Used in Operating Activities: | (24,868) | (49,152) |
Cash Flows from Financing Activities: | ||
Loans from (to) Related Party | 110,000 | |
Net Cash Provided by Financing Activities | 110,000 | |
Change in Cash and Cash Equivalents: | (24,868) | 60,848 |
Cash and Cash Equivalents, Beginning of Period | 68,381 | 23,092 |
Cash and Cash Equivalents, End of Period | 43,513 | 83,940 |
Supplemental Cash Flow Information: | ||
Cash paid for interest | ||
Cash paid for taxes |
NATURE OF BUSINESS |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS | Organization
Sichuan Leaders Petrochemical Company ("we," "us," "our" or the "Company"), formally known as Quality Wallbeds, Inc., was incorporated under the laws of the State of Florida on June 29, 2000. From our inception through May 2013, we provided quality space saving custom home furniture and closet organizing systems to the general public. We offered our services to people and companies needing assistance in the organization of their living/work space. In May 2013, our Board of Directors (the "Board") determined that to continue to protect and increase shareholder value, it would be to the advantage, welfare and best interests of our shareholders to consider alternative corporate strategies to generate new business revenue for the Company. The Board proposed that we pursue opportunities in Asia to acquire companies in the wholesale and resale of products in the automotive oil industry. To facilitate this action, the Board voted to dispose of all of our assets related to the retail operation of the wall bed products. This action was approved on May 21, 2013 by shareholders representing 87% of our issued and outstanding shares of common stock. |
GOING CONCERN |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Going Concern [Abstract] | |
GOING CONCERN | The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had no ongoing business or other source of income and incurred a net loss of ($33,508) for the six month period ended June 30, 2016. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.
The Company is currently evaluating acquisitions and other business opportunities. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. No assurance can be given that the Company will be successful in these efforts. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
6 Months Ended | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2016 | ||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation
The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. In the opinion of management there have been no changes to the Company's significant accounting policies, referred to in the audited consolidated financial statements and footnotes thereto, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015, filed March 1, 2016. All Amounts referenced in these Financial Statements and this Report are in US Dollars unless otherwise stated.
In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the six month period ended June 30, 2016 and 2015; (b) the financial position at June 30, 2016; and (c) cash flows for the six month period ended June 30, 2016 and 2015, have been made. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates. Operating results for the six month period ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ended December 31, 2016.
Reclassification
During the six month period ended June 30, 2015 the Company reclassified certain prior period amounts to conform to current period presentation.
Use of Estimates
The preparation of financial statements in conformity with US GAAP 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. The Company regularly evaluates estimates and assumptions related to the recoverability of deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Cash and Cash Equivalents
The majority of cash is maintained with a major financial institution in the United States. Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk. The Company considers all highly liquid investments purchased with an original maturity of six months or less to be cash equivalents. As of June 30, 2016 and December 31, 2015 the Company's deposits with this bank did not exceed the amount of insurance provided on such deposits. All cash stated in US$ unless otherwise stated.
Fair Value of Financial Instruments
FASB ASC 820-10 "Fair Value Measurements and Disclosures" defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This ASC also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described below:
Currently there are no assets that are required to be fair valued.
The Company's financial instruments consist principally of cash, prepaid expenses and accounts payable. The recorded values of all these financial instruments approximate their current fair values because of the short term nature of these financial instruments.
Impairment of Long-Lived Assets
FASB ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We assess the potential impairment of long-lived assets, principally property and equipment, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We determine if there is impairment by comparing undiscounted future cash flows from the related long-lived assets with their respective carrying values. In determining future cash flows, significant estimates are made by us with respect to future operating results of the restaurant over its remaining lease term. If assets are determined to be impaired, the impairment charge is measured by calculating the amount by which the asset carrying amount exceeds its fair value. This process of assessing fair values requires the use of estimates and assumptions, which are subject to a high degree of judgment. If these assumptions change in the future, we may be required to record impairment charges for these assets. The Company owned no long-lived assets as of June 30, 2016 or December 31, 2015.
Income Taxes
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.
Revenue Recognition
The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Stock-Based Compensation
The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model. No stock based compensation was issued or outstanding during the six month period ended June 30, 2016 or 2015.
Net Earnings (Loss) Per Share
The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. No potentially dilutive debt or equity instruments were issued and outstanding during the six month periods ended June 30, 2016 and 2015.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company financial statements. |
RELATED PARTY TRANSACTIONS |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | There were no new related party transactions that occurred during the six month period ended June 30, 2016. |
INCOME TAXES |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME TAXES | As of June 30, 2016 and December 31, 2015, the Company has net operating losses from operations. The carry forwards expire through the year 2029. The Company's net operating loss carry forward may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. A valuation allowance has been applied due to the uncertainty of realization.
The Company's tax expense differs from the "expected" tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 34% and State tax rate of 3.3% to income before taxes), as follows:
The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
A valuation allowance has been applied due to the uncertainty of realization.
As of June 30, 2016 and June 30, 2015, the Company has net operating losses from operations. The carry forwards expire through the year 2023. The Company's net operating loss carry forward may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. A valuation allowance has been applied due to the uncertainty of realization. |
COMMITMENTS AND CONTINGENCIES |
6 Months Ended |
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Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Related Party
The controlling shareholders have pledged support to fund continuing operations, as necessary. From time to time, the Company is dependent upon the continued support of these parties, through temporary advances or through arrangements of their personal credit. However, there is no written commitment to this effect.
Commencing January 1, 2016, the company renewed the one year agreement with AF Ocean Investment Management Company to provide management services to the Company. The Company pays AF Ocean Investment Management Company $1,996 per month.
The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.
The Company does not have employment contracts with its key employees, including the officers of the Company.
Leases And Facility
Our office is located at 3904 US Hwy 301 N Ellenton, FL 34222. The office space is rented by the Service Provider, and the Company pays a monthly management fee to them for services provided which includes the company's rent. We share the office with the Service Provider and ChinAmerica Andy Movie Entertainment Media Co. The service provider pays rent in the amount of $400 per month.
Legal Matters
From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company's financial position or results of operations. |
STOCKHOLDERS' EQUITY |
6 Months Ended |
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Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | Common Stock
The Company is authorized to issue 5,000,000,000 share of common stock with a par value of $0.01.
No shares were issued during the six month period ended June 30, 2016.
There were 30,755,000 shares of common stock issued and outstanding as of June 30, 2016.
Stock Options and Warrants
The Company had no options or warrants issued or outstanding during the six month period ended June 30, 2016. |
SUBSEQUENT EVENTS |
6 Months Ended |
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Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | The Company has evaluated subsequent events through the date the financial statements were issued to assess the need for potential recognition or disclosure of this report, noting none. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
6 Months Ended | |||||||||||||||
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Jun. 30, 2016 | ||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||
Basis of Presentation | The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. In the opinion of management there have been no changes to the Company's significant accounting policies, referred to in the audited consolidated financial statements and footnotes thereto, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015, filed March 1, 2016. All Amounts referenced in these Financial Statements and this Report are in US Dollars unless otherwise stated.
In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the six month period ended June 30, 2016 and 2015; (b) the financial position at June 30, 2016; and (c) cash flows for the six month period ended June 30, 2016 and 2015, have been made. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates. Operating results for the six month period ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ended December 31, 2016. |
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Reclassification | During the six month period ended June 30, 2015 the Company reclassified certain prior period amounts to conform to current period presentation. |
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Use of Estimates | The preparation of financial statements in conformity with US GAAP 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. The Company regularly evaluates estimates and assumptions related to the recoverability of deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
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Cash and Cash Equivalents | The majority of cash is maintained with a major financial institution in the United States. Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk. The Company considers all highly liquid investments purchased with an original maturity of six months or less to be cash equivalents. As of June 30, 2016 and December 31, 2015 the Company's deposits with this bank did not exceed the amount of insurance provided on such deposits. All cash stated in US$ unless otherwise stated. |
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Fair Value of Financial Instruments | FASB ASC 820-10 "Fair Value Measurements and Disclosures" defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This ASC also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described below:
Currently there are no assets that are required to be fair valued.
The Company's financial instruments consist principally of cash, prepaid expenses and accounts payable. The recorded values of all these financial instruments approximate their current fair values because of the short term nature of these financial instruments. |
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Impairment of Long-Lived Assets | FASB ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We assess the potential impairment of long-lived assets, principally property and equipment, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We determine if there is impairment by comparing undiscounted future cash flows from the related long-lived assets with their respective carrying values. In determining future cash flows, significant estimates are made by us with respect to future operating results of the restaurant over its remaining lease term. If assets are determined to be impaired, the impairment charge is measured by calculating the amount by which the asset carrying amount exceeds its fair value. This process of assessing fair values requires the use of estimates and assumptions, which are subject to a high degree of judgment. If these assumptions change in the future, we may be required to record impairment charges for these assets. The Company owned no long-lived assets as of June 30, 2016 or December 31, 2015. |
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Income Taxes | We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes. |
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Revenue Recognition | The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. |
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Stock-Based Compensation | The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model. No stock based compensation was issued or outstanding during the six month period ended June 30, 2016 or 2015. |
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Net Earnings (Loss) Per Share | The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. No potentially dilutive debt or equity instruments were issued and outstanding during the six month periods ended June 30, 2016 and 2015. |
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Recent Accounting Pronouncements | We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company financial statements. |
INCOME TAXES (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of effective income tax rate |
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GOING CONCERN (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Going Concern Details Narrative | ||||
Net loss | $ (12,017) | $ (16,284) | $ (33,508) | $ (44,655) |
INCOME TAXES (Details) - USD ($) |
6 Months Ended | |
---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Income Taxes Details | ||
Tax Expense (benefit) at the Statutory Rate | $ (11,393) | $ (15,183) |
State Income Taxes, Net of Federal Income Tax Benefit | (1,106) | (1,474) |
Change in Valuation allowance | (12,499) | (16,657) |
Total |
INCOME TAXES (Details Narrative) |
6 Months Ended | |
---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Income Taxes Details Narrative | ||
United States Federal tax rate | 34.00% | 34.00% |
State tax rate | 3.30% | 3.30% |
STOCKHOLDERS' EQUITY (Details Narrative) - $ / shares |
Jun. 30, 2016 |
Dec. 31, 2015 |
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Stockholders Equity Details Narrative | ||
Common Stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares issued | 30,755,000 | 30,755,000 |
Common Stock, shares outstanding | 30,755,000 | 30,755,000 |
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