U.S. Securities and Exchange Commission

 

Washington, D.C. 20549

 

FORM 10-Q

 

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

 

For the quarterly period ended July 31, 2014

 

or

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

 

For the transition period from _____________________

 

Commission File No. 333-144681

 

 

Pan Ocean Container Supplies, Ltd.

(Name of small business issuer in its charter)

 

 

Nevada

(State of Incorporation)

 

N/A 

(I.R.S. Employer Identification No.)

 

 

58 Dongcheng District, Beijing, China 100027

(Address of principal executive offices)

 

  

949-419-6588

(Registrant's telephone number, including area code)

 

Neveah Enterprises Ltd.

(Former name, address and fiscal year, if changed since last report)

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.045 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes_ No X

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer __ 

Accelerated filer __

Non-accelerated filer __

Small 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

 

The number of shares outstanding of the Registrant's common stock, par value $.001 per share, at September 9, 2014 was 44,000,000 shares.

 

Transitional Small Business Disclosure Format Yes_ No X

 

Part I - FINANCIAL INFORMATION

 

 

Pan Ocean Container Supplies, Ltd.
Formerly Known as Neveah Enterprises Ltd.
(A Development Stage Company)
Balance Sheets
													As of July 31,		As of April 30,
													2014		2014 (Audited)
									ASSETS
Current Assets
	Cash and Cash Equivalents												$          4,051		$          4,051
		TOTAL CURRENT ASSETS
TOTAL ASSETS													$          4,051		$          4,051
									LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
	Accounts Payable and Accrued Liabilities												$        66,800		$        61,705
TOTAL CURRENT LIABILITIES													66,800		61,705
COMMITMENTS  (Note 4)
Stockholders' Equity
	Common Stock
		Authorized:
			500,000,000 common shares at $0.001 par value
		Issued and outstanding:
			44,000,000 common shares										44,000		44,000
	Additional paid-in capital												(25,000)		(25,000)
	(Deficit) accumulated during the development stage												(81,749)		(76,654)
TOTAL STOCKHOLDERS' EQUITY													(62,749)		(57,654)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY													$          4,051		$          4,051
The accompanying notes are an integral part of the consolidated financial statements.

 

 

Pan Ocean Container Supplies, Ltd.
Formerly Known as Neveah Enterprises Ltd.
(A Development Stage Company)
Statements of Operations
											From June 15, 2006
							For 3 months Ended	For 3 months Ended	For the Year Ended	For the Year Ended	(Inception) to
							July 31,	July 31,	July 31,	July 31,	July 31,
							2014	2013	2014	2013	2014
General and Administration Expenses
	Filing Fees						$                             -		$                    420		1,414
	Legal Fees						4,345		8,740		13,085
	Professional Fees						750	-	4,515	21,575	66,617
	Bank charges and interest						-		-		633
Operating loss							5,095	-	13,675	21,575	81,749
Net (loss) for the period							$                    (5,095)	0	$             (13,675)	(21,575)	(81,749)
Net (loss) per share
	Basic and diluted						(0.00)	(0.00)	(0.00)	(0.00)
Weighted Average Number of Common Shares Outstanding
	Basic and diluted						44,000,000	44,000,000	5,500,000	5,500,000
The accompanying notes are an integral part of the consolidated financial statements.

 

  

Pan Ocean Container Supplies, Ltd.
Formerly Known as Neveah Enterprises Ltd.
(A Development Stage Company)
Statements of Cash Flows
										From June 15, 2006
							For 3 months Ended		For 3 months Ended	(Inception) to
							July 31,		July 31,	July 31,
							2014		2013	2014
Operating Activities
	Net (loss) for the period						$                (5,095)		-	(81,749)
Changes in non-cash working capital items
	Accounts Payable and Accrued Liabilities						5,095		-	66,800
Cash used in operating activities							-		-	(14,949)
Financing Activities
	Cash received for shares issued						-		-	44,000
	Additional Paid-in Capital									(25,000)
Cash provided by financing activities							-		-	19,000
Cash increase (decrease) during the Period							-	-	-	4,051
Cash, Beginning of Period							4,051	-	4,051	-
Cash,  End of Period							4,051		4,051	4,051
The accompanying notes are an integral part of the consolidated financial statements.

 

 

NEVAEH ENTERPRISES LTD.

(A Development Stage Company)

Notes to the Financial Statements

For the Three Months Ended July 31, 2014

(Unaudited)

1. NATURE AND CONTINUANCE OF OPERATIONS

 

The Company is a development stage company which was incorporated in the State of Nevada, United States of America on June 15, 2006. The Company’s initial business plan was to commence operations as a developer of aftermarket electronic accessories for motor vehicles.

 

These financial statements have been prepared on a going concern basis. The Company has accumulated a deficit of $81,749 since inception and has yet to achieve profitable operations 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. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management plans to continue to provide for its working capital needs by seeking loans from its shareholders. These financial statements do not include any adjustments to the recoverability and classification of assets, or the amount and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.

 

The company’s year-end is April 30.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may vary from these estimates.

 

The financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:

 

Interim Financial Statements

 

The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and should be read in conjunction with the Company’s audited financial statements and footnotes thereto for the year ended April 30, 2014, included in the Company’s Form 10-K filed on August 13, 2014. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management necessary for a fair presentation of the Company’s financial position and results of operations. The operating results for the three ended July 31, 2014 are not necessarily indicative of the results to be expected for any other interim period of a future year.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

Cash equivalents comprise certain highly liquid instruments with maturities of three months or less when purchased. As at July 31, 2014, there were cash equivalents value $4,051.

 

Reclassification

 

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported net income or losses.

 

Development Stage Company

 

The Company complies with the FASB Accounting Standards Codification (ASC) Topic 915 Development Stage Entities for its characterization of the Company as development stage.

 

Impairment of Long Lived Assets

 

Long-lived assets are reviewed for impairment in accordance with ASC Topic 360, "Accounting for the Impairment or Disposal of Long- lived Assets". Under ASC Topic 360, long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized or the amount, if any, which the carrying value of the asset exceeds the fair value.

 

Foreign Currency Translation

 

The Company is located and operating outside of the United States of America. It maintains its accounting records in U.S. Dollars, as follows:

 

At the transaction date, each asset, liability, revenue, and expense is translated into U.S. dollars by the use of exchange rates in effect at that date. At the period end, monetary assets and liabilities are remeasured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.

 

The Company’s currency exposure is insignificant and immaterial and we do not use derivative instruments to reduce its potential exposure to foreign currency risk.

 

Financial Instruments

 

The carrying value of the Company's financial instruments consisting of cash equivalents and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

 

Income Taxes

 

The Company uses the assets and liability method of accounting for income taxes in accordance with FASB Topic 740 "Accounting for Income Taxes". Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

 

Basic and Diluted Net Loss Per Share

 

In accordance with FASB Topic 260, "Earnings Per Share', the basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As at July 31, 2014, diluted net loss per share is equivalent to basic net loss per share.

 

Stock Based Compensation

 

The Company accounts for stock options and similar equity instruments issued in accordance with ASC Topic 718 Compensation - Stock Compensation. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. Transactions in which goods or services are received in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable, ASC Topic 718 requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.

 

The Company did not grant any stock options during the period ended July 31, 2014.

 

Comprehensive Income

 

The Company adopted FASB Topic 220 - Comprehensive Income, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders' Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners.

 

The Company has no elements of "other comprehensive income" during the period ended July 31, 2014.

 

New Accounting Standards

 

In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915.

 

The Company believes that there were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations.

 

3. CAPITAL STOCK

 

On August 1, 2006, the Company issued 32,000,000 common shares at $0.000125 per share to the sole director of the Company for total proceeds of $4,000.

 

On April 30, 2009, the Company issued 12,000,000 common shares at $0.00125 per share for total proceeds of $15,000.

 

On March 28, 2014, the Company effected an increase of its authorized common shares to 500,000,000 shares at $0.001 par value.

 

On July 10, 2014, the Company effected an 8-for-1 forward stock split of the Company’s issued and outstanding shares of common stock (the “Forward Stock Split”). All references to number of shares and per share amounts included in the financial statements and the accompanying notes have been adjusted to reflect the Forward Stock Split retroactively.

 

4. COMMITMENTS

 

On June 20, 2006, the management of the Company signed a software design contract with Zhou Li Hong, an independent software designer to create and develop a software design for the Company. In consideration, the Company agreed to pay Mr. Zhou a fixed fee of $8,000, which is due upon the completion of the beta phase of the website.

 

5. RELATED PARTY TRANSACTIONS

 

There were no related transactions for this period.

 

6. DUE FROM RELATED PARTIES

 

The sole officer and director of the Company has in his receipt, the funds of $15,000 related the capital stock issuance on January 1, 2009. This amount was applied against the Company’s loan owing to the Company’s sole officer and director of $10,949. Accordingly, $4,051 of funds remains from the proceeds from the share issuance. These funds are in his safe custody pending the opening of a Company bank account.

 

7. LOAN PAYABLE

 

The Company from time to time has borrowed funds from or has received services from a financial corporation for operating purposes. As of July 31, 2014 the Company owed the financial corporation $66,800. These amounts bear no interest, are not collateralized, and are due on demand.

 

8. SUBSEQUENT EVENTS

 

On July 10, 2014, the Company effected an 8-for-1 forward stock split of the Company’s issued and outstanding shares of common stock (the “Forward Stock Split”). The par value and number of authorized shares of the common stock remained unchanged. All references to number of shares and per share amounts included in the financial statements and the accompanying notes have been adjusted to reflect the Forward Stock Split retroactively.

 

On July 10, 2014 , Pan Ocean Container Supplies Co., Ltd. (“Pan Ocean”) have executed an agreement with the Company (the “Agreement”), whereby pursuant to the terms and conditions of the Agreement, Pan Ocean shareholders will acquire six million (6,000,000) shares of the Company’s common stock, in order to become a wholly owned subsidiary of the Company. The closing of the transaction in the Agreement are contingent upon satisfaction of certain conditions listed in the Agreement.

 

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Unless otherwise indicated, references in this Quarterly Report on Form 10-Q to “we,” “us,” and “our” are to the Company, unless the context requires otherwise. The following discussion and analysis by our management of our financial condition and results of operations should be read in conjunction with our unaudited condensed interim financial statements and the accompanying related notes included in this quarterly report and our audited financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended April 30, 2014 filed with the Securities and Exchange Commission.

 

Cautionary Statement Regarding Forward-Looking Statements

          

This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act, and we intend that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Any such forward-looking statements would be contained principally in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities and the effects of regulation. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions.

 

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss many of these risks in greater detail in “Risk Factors” in our Annual Report on Form 10-K for the year ended April 30, 2014 filed with the Securities and Exchange Commission. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. You should read this report and the documents that we reference in this report and have filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

          

Additional information concerning these and other risks and uncertainties is contained in our filings with the Securities and Exchange Commission, including the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended April 30, 2014.

 

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. All references to "US$" refer to United States dollars and all references to "common shares" refer to the common shares in our capital stock.

 

 

COMPANY OVERVIEW

Pan Ocean Container Supplies, Ltd. was incorporated in the state of Nevada on June 15, 2006. Our initial business plan was to operate as a software developer which will create a software interface which will integrate existing cellular phone devices with an automobile's existing navigation system in order to relay text or email message through an automobile's sound system or navigation display. On July 10, 2014 , we executed an agreement with the Pan Ocean (China) (the “Agreement”), whereby pursuant to the terms and conditions of the Agreement, Pan Ocean (China) shareholders will acquire six million (6,000,000) shares of our common stock, in order to become a wholly owned subsidiary. The closing of the transaction in the Agreement are contingent upon satisfaction of certain conditions listed in the Agreement.

 

 

RESULTS OF OPERATIONS

We have not generated any revenues for the three months ended July 31, 2014.

We incurred general and administration expenses of $5,095 for the three months ended July 31, 2014, compared to general and administration expenses of $nil for the three months ended July 31, 2013. The increase in expenses is a result of an increase in professional expenses.

 

For the three months ended July 31, 2014, we incurred a net loss of $5,095.

 

LIQUIDITY AND CAPITAL RESOURCES

As of July 31, 2014, we had assets of $4,051 and liabilities of $66,800. During the three month period ended July 31, 2014, the Company satisfied its working capital needs from loans payable to financial corporation.

 

As of July 31, 2014, we had cash on hand in the amount of $ 4,051. Management does not expect that the current level of cash on hand will be sufficient to fund our operation for the next twelve-month period. In the event that additional funds are required to maintain operations, our officers and directors have agreed to advance us sufficient capital to allow us to continue operations. We may also be able to obtain more future loans from our shareholders, but there are no agreements or understandings in place currently.

 

We believe that we will require additional funding to expand our business and ensure its future profitability. We anticipate that any additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any agreements in place for any future equity financing. In the event we are not successful in selling our common stock, we may also seek to obtain short-term loans from our director.

 

Related Party Transactions

Our sole officer and director, Mr. Qi Tang, has in his receipt, the funds of $15,000 related the capital stock issuance on January 1, 2009. The amount of the $15,000 was applied against our loan owing to Mr. Tang of $10,949. Accordingly, $4,051 of funds remains from the proceeds from the share issuance. These funds are in his safe custody pending the opening of a company bank account.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

ITEM 3: QUANTITATIVE DISCLOSURES ABOUT MARKET RISKS

As a "smaller reporting company", we are not required to provide the information required by this Item.

 

ITEM 4: CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal accounting officer and principal financial officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

As of July 31, 2014, the end of the three month period year covered by this report, our president (our principal executive officer, principal accounting officer and principal financial officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal accounting officer and principal financial officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.

 

Changes In Internal Control Over Financial Reporting

 

There have been no changes in our internal controls over financial reporting that occurred during the period ended July 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II: OTHER INFORMATION

 

ITEM 1: LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

ITEM 1A. RISK FACTORS

 

Not required under Regulation S-K for “smaller reporting companies.”

 

 

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

 

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

None

 

ITEM 3: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable. 

 

ITEM 5: OTHER INFORMATION

None

 

ITEM 6: EXHIBITS

 

Exhibit No.		Exhibit Description
31.1*		Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Calculation Linkbase Document
101.LAB		XBRL Taxonomy Labels Linkbase Document
101.PRE		XBRL Taxonomy Presentation Linkbase Document
101.DEF		XBRL Definition Linkbase Document

 

(

 

SIGNATURES

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

 

 

September 9, 2014

 

/s/ Qi Tang__________________

Mr. Qi Tang, , Chief Executive Officer &
President and Principal Financial
and Accounting Officer