UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2012
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File Number 333-161997
XIANGTIAN (USA) AIR POWER CO., LTD.
(Exact name of registrant as specified in its charter)
| |
NEVADA
(State or other jurisdiction of incorporation or organization) | 98-0632932 (IRS Employer Identification No.) |
Unit 602 Causeway Bay Comm Bldg 1
Sugar Street, Causeway Bay
Hong Kong, People’s Republic of China
(Address of principal executive offices)
86 10 859 10 261
(Registrant’s telephone number)
GOA SWEET TOURS LTD
H. no 889, Ascona, Patem
Benaulim, Goa, India 403 716
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X]
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 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.
| | | |
Large accelerated filer | [ ] | Accelerated filer | [ ] |
Non-accelerated filer | [ ] | Smaller reporting company | [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: The registrant had 8,000,000 shares of common stock, $0.001 par value outstanding at June 5, 2012. The registrant has no other class of common equity.
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements.
XIANGTIAN (USA) AIR POWER CO., LTD.
(Formerly: Goa Sweet Tours Ltd.)
(A Development Stage Company)
Consolidated Balance Sheets
| | | |
| April 30,
2012
-$- | | July 31,
2011
-$- |
| (Unaudited) | | |
ASSETS | | | |
Current assets | | | |
Cash | 1,076 | | 1,418 |
Prepaid expenses | 650 | | - |
Total current assets | 1,726 | | 1,418 |
Total assets | 1,726 | | 1,418 |
| | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | |
LIABILITIES | | | |
Current liabilities | | | |
Accounts payables and accrued liabilities | - | | - |
Related party advances payable | 21,670 | | 8,902 |
Total current liabilities | 21,670 | | 8,902 |
Total liabilities | 21,670 | | 8,902 |
| | | |
STOCKHOLDERS’ DEFICIT | | | |
| | | |
Preferred stock: $0.001 par value, 100,000,000 authorized,0 issued and outstanding | - | | - |
Common shares: $0.001 par value, 100,000,000 authorized, 8,000,000 issued and outstanding as of April 30, 2012 and July 31, 2011. | 8,000 | | 8,000 |
Additional paid-in capital | 47,000 | | 47,000 |
Deficit accumulated during the development stage | (74,944) | | (62,484) |
Total stockholders’ deficit | (19,944) | | (7,484) |
Total liabilities and stockholders’ deficit | 1,726 | | 1,418 |
(See Notes to the financial statements)
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XIANGTIAN (USA) AIR POWER CO., LTD.
(Formerly: Goa Sweet Tours Ltd.)
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
| | | | | | | |
| For the Three Months | | For the Nine Months | | Period From September 2, 2008 (inception) to |
| Ended April 30 | | Ended April 30 | | April 30, |
| 2012 | 2011 | | 2012 | 2011 | | 2012 |
| $ | $ | | $ | $ | | $ |
Expenses | | | | | | | |
General and administrative | 1,381 | 630 | | 4,075 | 13,061 | | 23,971 |
Professional fees | 1,463 | 1,500 | | 8,385 | 8,250 | | 50,973 |
Net loss | (2,844) | (2,130) | | (12,460) | (21,311) | | (74,944) |
| | | | | | | |
Net loss per share - basic and diluted | (0.00) | (0.00) | | (0.00) | (0.00) | | |
| | | | | | | |
| | | | | | | |
Weighted average shares outstanding - basic and diluted | 8,000,000 | 8,000,000 | | 8,000,000 | 8,000,000 | | |
(See Notes to the financial statements)
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XIANGTIAN (USA) AIR POWER CO., LTD.
(Formerly: Goa Sweet Tours Ltd.)
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
| | | |
| For the Nine Months | Period From September 2, 2008 (inception) to |
Ended April 30, | April 30, |
2012 | 2011 | 2012 |
$ | $ | $ |
Cash flows from operating activities | | | |
Net loss | (12,460) | (21,311) | (74,944) |
Change in operating assets and liabilities | | | |
Prepaid expenses | (650) | - | (650) |
Accounts payables and accrued liabilities | - | 10,740 | - |
Net cash used In operating activities | (13,110) | (10,571) | (75,594) |
| | | |
Cash flows from financing activities | | | |
Proceeds from common stock issued for cash | - | - | 55,000 |
Proceeds from (payment to) related party advances payable | 12,768 | (2,670) | 21,670 |
Net cash provided by (used in) financing activities | 12,768 | (2,670) | 76,670 |
| | | |
Net increase (decrease) in cash | (342) | (13,241) | 1,076 |
Cash - beginning of period | 1,418 | 14,429 | - |
| | | |
Cash - end of period | 1,076 | 1,188 | 1,076 |
| | | |
Supplemental cash flow information: | | | |
Cash paid for: | | | |
- Interest | - | - | - |
- Income tax | - | - | - |
(See Notes to the financial statements)
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XIANGTIAN (USA) AIR POWER CO., LTD.
(Formerly: Goa Sweet Tours Ltd.)
(A Development Stage Company)
Notes to the consolidated financial statements
April 30, 2012
(Unaudited)
Note 1. Basis of Presentation
Unaudited Interim financial statements
The accompanying unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They may not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended July 31, 2011 included in the Company’s Annual Report filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended April 30, 2012 are not necessarily indicative of the results that may be expected for the year ending July 31, 2012.
Note 2. Going Concern
These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $74,944 as at April 30, 2012 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or the private placement of common stock.
Note 3. Related Party Advances Payable
As at April 30, 2012 the Company owed $21,670 to associates of the Company’s management. These advances are unsecured, payable on demand and non-interest bearing.
Note 4. Subsequent events
Subsequent to April 30, 2012, the following events occurred:
1.
On May 1, 2012, the Company sold its Indian subsidiary, Goa Excursion Private Limited, to Iqbal Boga for a total value of $10. Both of the purchaser and the seller fully releases, discharge, waive, and hold harmless the subsidiary’s debts and liabilities including related party’s debts.
2.
On May 25, 2012, the registrant (the “Company”), which was then known as Goa Sweet Tours Ltd,. caused to be formed a corporation under the laws of the State of Delaware called Xiangtian (USA) Air Power Co., Ltd. ("Merger Sub") and on the same day, acquired one hundred shares of Merger Sub's common stock for cash. As such, Merger Sub became a wholly-owned subsidiary of the Registrant.
Effective as of May 29, 2012, Merger Sub was merged with and into the Company. As a result of the merger, the Company’s corporate name was changed to “Xiangtian (USA) Air Power Co., Ltd.” Prior to the merger, Merger Sub had no liabilities and nominal assets and, as a result of the merger, the separate existence of the Merger Sub ceased. The Company was the surviving corporation in the merger and, except for the name change provided for in the Agreement and Plan of Merger, there was no change in the directors, officers, capital structure or business of the Company.
The Company, as the parent domestic Delaware corporation, owning at least 90 percent of the outstanding shares of Merger Sub, under Delaware law may merge Merger Sub into itself without stockholder approval and effectuate a name change without stockholder approval.
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Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations.
Goa Sweet Tours Ltd. was incorporated in the State of Delaware on September 2, 2008. We were formed to provide personalized concierge tour packages to tourists who visit the State of Goa, India. We had initially planned to market our packages to tourists already in the State of Goa through the relationships with travel agents and small resort operators that our President, Mr. Chuntan Vernekar, has developed through his years of experience in the tour business. We had also planned to develop a website for advertising our services which would have been the virtual business card and portfolio for the Company.We are a development stage company and we are a company without revenues or operations. We have minimal assets and have incurred losses since inception. Our limited start-up operations have consisted of the formation of our business plan and identification of our target market. We plan to produce air power engine for bus, air power tower, and air power generator sets at the end of 2012.
On May 1, 2012, the Company sold its Indian subsidiary, Goa Excursion Private Limited, to Iqbal Boga for a total value of $10. Both of the purchaser and the seller fully releases, discharge, waive, and hold harmless the subsidiary’s debts and liabilities including related party’s debts.
On May 25, 2012, the Company formed a corporation under the laws of the State of Delaware called Xiangtian (USA) Air Power Co., Ltd. ("Merger Sub") and on the same day, acquired one hundred shares of Merger Sub's common stock for cash. As such, Merger Sub became a wholly-owned subsidiary of the Registrant.
Effective as of May 29, 2012, Merger Sub was merged with and into the Company. As a result of the merger, the Company’s corporate name was changed to “Xiangtian (USA) Air Power Co., Ltd.” Prior to the merger, Merger Sub had no liabilities and nominal assets and, as a result of the merger, the separate existence of the Merger Sub ceased. The Company was the surviving corporation in the merger and, except for the name change provided for in the Agreement and Plan of Merger, there was no change in the directors, officers, capital structure or business of the Company.
The Company, as the parent domestic Delaware corporation, owning at least 90 percent of the outstanding shares of Merger Sub, under Delaware law may merge Merger Sub into itself without stockholder approval and effectuate a name change without stockholder approval.
Our administrative offices are currently located at Unit 602 Causeway Bay Comm Bldg 1, Sugar Street, Causeway Bay, Hong Kong, People’s Republic of China.
Plan of Operation
About Our Company
We had intended to develop air power engine for bus, air power tower, and air power generator sets in China. We have been in dire need for injection of funds totaling over $100,000 to execute our business and repay advances received and also to survive as a reporting entity for the next 12 months, we require $40,000. We were unable to secure additional funding.
Since we became a reporting company we are responsible for filing various forms with the United States Securities and Exchange Commission (the “SEC”) such as Form 10K and Form 10Qs.
The shareholders may read and copy any material filed by us with the SEC at the SEC’s Public Reference Room at 100 F Street N.W., Washington, DC, 20549. The shareholders may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information which we have filed electronically with the SEC by assessing the website using the following address: http://www.sec.gov.
Results of Operations
We did not earn any revenues for the nine months ended April 30, 2012 and from inception on September 2, 2008 to April 30, 2012. We do not expect to realize any revenues until our business plan is implemented. At such time we expect to generate revenue from sales for air power engine for bus, air power tower, and air power generator sets in China. Since inception, we sold 8,000,000 shares of common stock for total proceeds of $55,000.
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For the three months ended April 30, 2012, we incurred operating expenses in the amount of $2,844 which mainly comprised of professional fees totaling $1,463 and general and administrative expenses totaling $1,381. On May 1, 2012, the Company sold its Indian subsidiary, Goa Excursion Private Limited, to Iqbal Boga for a total value of $10. Both of the purchaser and the seller fully releases, discharge, waive, and hold harmless the subsidiary’s debts and liabilities including related party’s debts. For the three months ended April 30, 2011, we incurred operating expenses in the amount of $2,130 which mainly comprises of professional fees totaling $1,500 and general and administrative expenses totaling $630.
For the nine months ended April 30, 2012, we incurred operating expenses in the amount of $12,460 which mainly comprised of professional fees totaling $8,385 and general and administrative expenses totaling $4,075 relating to transfer agent fees and filing fees. For the nine months ended April 30, 2011, we incurred operating expenses in the amount of $21,311 which mainly comprises of professional fees totaling $8,250 and general and administrative expenses totaling $13,061.
On May 15, 2012, there was a change in our Board of Directors and executive officers. Mr. Chuntan Vernekar, who served as our sole executive officer and director, resigned from all his executive officer positions effective on the same day. Prior to Mr. Vernekar’s resignation as our sole director and officer, our Board of Directorsexpanded its number of members to three and appointing Zhou Deng Rong, Zhou Jian and Zhou Deng Hua to serve as members of the board of directors,. Prior to his resignation from the Board of Directors, Mr. Vernekar, as the sole member of our Board of Directorsalso appointed the following persons to the positions listed opposite their names:
| |
Name | Position |
Zhou Deng Rong | Chief Executive Officer |
Zhou Jian | General Manager |
Zhou Deng Hua | Vice General Manager |
Zeng Ning | Secretary |
Effective as of May 29, 2012, Merger Sub was merged with and into the Company. As a result of the merger, the Company’s corporate name was changed to “Xiangtian (USA) Air Power Co., Ltd.”
We incurred total operating expenses in the amount of $74,944 from inception on September 2, 2008 through April 30, 2012. These operating expenses comprised of professional fees totaling $50,973 and general and administrative expenses totaling $23,971.
Liquidity and Capital Resources
As at April 30, 2012, we had a cash balance of $1,076.
We do not anticipate generating any revenue for the foreseeable future. No other source of capital has been identified or sought. We have experienced a shortfall in operating capital.
When additional funds become required, we expect to raise fund through equity financing from the sale of our common stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our business plan. In the absence of such financing, our business will fail.
We anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that we are a development stage company.
Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These risk factors are disclosed factors include, but are not limited to:
·
our ability to raise additional funding;
·
the results of our proposed operations
The detailed analysis of the risk factors is disclosed in our Company’s registration statement Form S-1 as filed with the Securities and Exchange Commission.
We are in dire need for injection of funds to execute our business, repay advances received and to survive as a reporting entity.
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Going Concern Consideration
The report of our independent registered accounting firm for the year ended July 31, 2011 raises substantial doubt about our ability to continue as a going concern based on the absence of an established source of revenue, recurring losses from operations, and our need for additional financing in order to fund our operations in fiscal 2012.
Our operations and financial results are subject to numerous various risks and uncertainties that could adversely affect our business, financial condition and results of operations.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.
Forward Looking Statements
The information in this quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements involve risks and uncertainties, including statements regarding the Company’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports we file with the Securities and Exchange Commission (the “SEC”). These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Item 3. Qualitative and Quantitative Disclosure about Market Risks
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, that our disclosure controls and procedures were effective.
Controls and Procedures over Financial Reporting
Additionally, there were no changes in our internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company currently is not a party to any legal proceedings and, to the Company’s knowledge; no such proceedings are threatened or contemplated.
Item 1A. Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Default Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
a.
Exhibits
| |
Exhibit Number | Description of Exhibit |
| |
3.1* | Articles of Incorporation* |
3.2 | Articles of Merger (filed as an exhibit to Company’s Current Report on Form 8-K on May 9, 2012) |
3.2* | Bylaws* |
31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002. |
32.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002. |
*Previously filed with the Company’s Registration Statement of Form S-1 filed on September 18, 2009.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| |
| XIANGTIAN (USA) AIR POWER CO., LTD. |
| (Registrant) |
| |
| Date: June 14, 2012 |
| |
| By: /s/ Zhou Deng Rong |
| Zhou Deng Rong |
| Principal Executive Officer and Principal Financial Officer |
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