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EX-31 - I, ERIC LUNG, CERTIFY THAT: - Paracap CORP | ex31.htm |
EX-32 - Paracap CORP | ex32.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM - 10Q
[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2009
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-51975
Paracap Corporation
(Exact name of small business issuer as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or
or organization)
N/A
(IRS Employer Number)
424 West Bakerview Rd, #105-268, Bellingham, WA, 98226
(Address of principal executive office)
949-419-6588
(Issuer's telephone number)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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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:
[X]Yes [ ]No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[ ]Yes [X]No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act:
[ ] Large accelerated filer
[ ] Accelerated filer
[ ]Non-accelerated filer
[X] Smaller reporting company
SEC1296 (01-12) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ]Yes [X] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
[ ]Yes [X] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares of the registrant's common stock, par value $0.001 per share, outstanding as of January 31, 2009 was 13,470,000.
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Paracap Corporation
FORM 10-Q
For the six months ended January 31, 2009
Table of Contents
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Balance Sheet as of January 31, 2009 (Unaudited)
F-1
Statement of Operations for six months ended January 31, 2009 (Unaudited)
F-2
Statement of Cash Flows for six months ended January 31, 2009 (Unaudited)
F-3
Notes to Financial Statements
F-4
Part II - OTHER INFORMATION
PART I - FINANCIAL INFORMATION
PARACAP CORPORATION (A Development Stage Company) Balance Sheets | |||
January 31, 2009 |
July 31, 2008 |
||
(Unaudited) | (Audited) | ||
ASSETS | |||
Current Assets | |||
Cash and Cash Equivalents | - | - | |
TOTAL CURRENT ASSETS | - | - | |
License- Note 3 | 6,000 | 6,000 | |
Accumulated Amortization | (4,200) | (3,600) | |
TOTAL ASSETS | 1,800 | 2,400 | |
LIABILITIES & STOCKHOLDERS' EQUITY | |||
Current Liabilities | |||
Accounts Payable and Accrued Liabilities | 31,839 | 31,839 | |
Loan From Shareholder | 5,500 | 5,500 | |
TOTAL CURRENT LIABILITIES | 37,339 | 37,339 | |
SHAREHOLDER'S EQUITY | |||
Capital Stock- Note 4 and 7 | |||
Authorized: | |||
75,000,000 common shares at $0.001 par value | |||
Issued and fully paid | |||
13,470,000 common shares at par value | 13,470 | 13,470 | |
Additional paid in capital | 17,730 | 17,730 | |
Deficit, accumulated during the exploration stage | (66,739) | (66,139) | |
TOTAL STOCKHOLDERS' EQUITY | (35,539) | (34,939) | |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | 1,800 | 2,400 |
The accompanying notes are an integral part of the consolidated financial statements.
PARACAP CORPORATION (A Development Stage Company) Statements of Operations (Unaudited) | |||||
Inception | |||||
Date of | |||||
April 1, | |||||
For the Three Months Ended | For the Six Month Ended | 2005 to | |||
January 31, 2009 | January 31, 2008 | January 31, 2009 | January 31, 2008 | January 31, 2009 | |
General and Administrative Expenses | |||||
Accounting and Auditing Fees | - | - | - | - | 9,130 |
Amortization Expense | 300 | 300 | 600 | 600 | 4,200 |
Bank Charges | - | - | - | - | 153 |
Consulting Fees | - | - | - | - | 31,307 |
Management Fees | - | - | - | - | 8,500 |
Office and Rent | - | - | - | - | 13,000 |
Regulatory and Transfer Agent Fees | - | - | - | - | 449 |
Net Profit (Loss) for the Period | (300) | (300) | (600) | (600) | (66,739) |
Basic and diluted loss per share | - | - | - | - | |
Weighted average number of shares outstanding | 10,134,918 | 10,134,918 | 10,134,918 | 10,134,918 |
The accompanying notes are an integral part of the consolidated financial statements.
PARACAP CORPORATION (A Development Stage Company) Statements of Cash Flows (Unaudited) | |||||
Inception | |||||
Date of | |||||
April 1, | |||||
For the Three Month Ended | For the Six Month Ended | 2005 to | |||
January 31, 2009 | January 31, 2008 | January 31, 2009 | January 31, 2008 | January 31, 2009 | |
Operating Activities | |||||
Net Profit (Loss) For the Period | (300) | (300) | (600) | (600) | (66,739) |
Amortization Expenses | 300 | 300 | 600 | 600 | 4,200 |
Accounts Payable and Accrued Liabilities | - | - | - | - | 31,839 |
Net cash used in operating activities | - | - | - | - | (30,700) |
Financing Activities | |||||
Issuance of common Shares | - | - | - | - | 25,200 |
Shareholder Loan | - | - | - | - | 5,500 |
Net cash provided by financing activities | - | - | - | - | 30,700 |
Cash increase (decrease) during the period | - | - | - | - | - |
Cash, Beginning of Period | - | - | - | - | - |
Cash, End of Period | - | - | - | - | - |
The accompanying notes are an integral part of the consolidated financial statements.
PARACAP CORPORATION
( A Development Stage Company)
Notes to Financial Statements
For the Six Months Ended January 31, 2009
(Unaudited)
Note 1: Organization and Basis of Presentation
Paracap Corporation (the “Company”) is a for profit corporation established under the corporation laws in the State of Nevada, United States of America on April 1, 2005.
The Company intends to commence operations as a beer and wine store retailer and an online retailer of goods and services. The Company is a development stage company and has not yet realized any revenues from its planned or any other operations. As such, the Company is subject to all risks inherent to the establishment of a start-up business enterprise.
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Unless the context otherwise requires, all references to “Paracap Corporation,” “we,” “us,” “our” or the “company” are to Paracap Corporation and any subsidiaries.
The Company’s fiscal year ends July 31.
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 on that date. At the period end, monetary assets and liabilities are revalued 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 there is no use of derivative instruments to reduce potential exposure to foreign currency risk.
Note 2: Significant Accounting Policies and Recent Accounting Pronouncements
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles 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 period. Actual results could differ from those estimates.
Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.
Fair Value of Financial Instruments
ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2009.
The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accrued liabilities and notes payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.
Basic and Diluted Loss Per Share
The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
Note 3: License
By a management license agreement dated June 29, 2005, the Company acquired the right and license to manage and operate a liquor retail establishment in the municipality of Maple Ridge, Canada. The agreement is for five years with an option to renew for an additional five years with the same terms and conditions except for the consideration, which will be negotiated between the parties, failing which an arbitrator would be appointed to determine the consideration. The agreement also provides the Company with the right of first refusal to negotiate terms over the right to manage and operate other of the licensor's establishments in the Lower Mainland of British Columbia, Canada.
The consideration given for the license was 600,000 common shares of the Company at fair market value of $6,000. In addition, 30% of the monthly net profits (net operating income), as defined by accounting principles generally accepted in the United States of America, earned by the store managed by the Company will be remitted to the licensor each month. If there is a net loss, the Company will not be obligated to pay any percentage.
The Company has adopted the provisions of ASC 350, "Amortization of Intangible Assets" and will amortize the license costs over five years on a straight-line basis.
Note 4: Commitments and Contingencies
The Company leased retail store space at a cost of $1,000 per month for a period of 13 month. The lease period began in April 2005 and ended in April 2006.
An officer has provided office services without charge. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officer and director are involved in other business activities and most likely will become involved in other business activities in the future.
Note 5: Legal Matters
The Company has no known legal issues pending.
Note 6: Debt
Loans have been made by an unrelated third party equal to the operating deficits as they are incurred. A balance of $31,839 is outstanding as of January 31, 2009. The loans are without interest or a fixed term of repayment. The loans are due on demand.
Note 7: Related Party Transactions
During the period ended July 31, 2006 the Company received shareholder loans totaling $5,500. A balance of $5,500 is outstanding as of January 31, 2009, without interest or a fixed term of repayment. The loans are due on demand.
Note 8: Capital Stock
During the period ended July 31, 2005, the Company issued 11,500,000 common shares at $0.001 per share of the Company for total proceeds of $11,500.
During the period ended July 31. 2005, the Company issued 1,370,000 common shares at $0.01 per share of the Company for total proceeds of $13,700.
During the period ended July 31. 2005, the Company issued 600,000 common shares at $0.01 per share of the Company for total proceeds of $6,000 in consideration for a new license acquisition.
As of January 31 , 2009 there were no outstanding stock options or warrants.
Note 9: Income Taxes
The Company uses the assets and liability method of accounting for income taxes in accordance with FASB Topic 740 “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.
The company has not commenced operations, has not generated any revenue, and has not made a provision for income taxes.
The Company’s statutory tax rate is 35%.
The Company does not have any material uncertainties with respect to its provisions for income taxes.
Note 10: Going Concern
The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.
For the period ended January 31 , 2009, the Company had an accumulated deficit of $66,739.
The Company’s ability to continue as a going concern is dependent upon the Company’s ability to generate sufficient revenues to operate profitably or raise additional capital through debt financing and/or through sales of common stock.
Management has no formal plan in place to address these concerns, but believes that the Company will be able to obtain additional funds through equity financing and/or related party advances.
The failure to achieve the necessary levels of profitability or obtain the additional funding would be detrimental to the Company.
PART II: OTHER INFORMATION
Items 1, 2, 3, 4 , and 5 are inapplicable.
Item 6: Exhibits
(a) The following exhibit is filed as part of this report:
31.1 Certification of Chief Executive Officer and Chief Financial Officer of Periodic Report pursuant to Rule 13a-14a and Rule 15d-14(a).
32.1 Certification of Chief Financial Officer and Chief Executive Officer of pursuant of Section 1350.
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. October 22, 2014
October 22, 2014
/s/ "Xing Cheng Yao"
Mr. Xing Cheng Yao, President