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EX-32 - CERTIFICATION - Horrison Resources Inc.slpc_ex32.htm
EX-31 - CERTIFICATION - Horrison Resources Inc.slpc_ex31.htm

 

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: September 30, 2016

 

o 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 o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller Reporting Company

x

Emerging growth company

¨

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

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 June 12, 2017, there were 43,425,000 shares of common stock outstanding.

 

 
 
 
 

EXPLANATORY NOTE

 

General. This quarterly report on Form 10-Q is for the fiscal quarter ended September 2016. It is being filed by us in an attempt to satisfy the delinquent filing status and to become current in our filing obligations under the Securities Exchange Act of 1934, as amended.This is our first periodic filing since the quarterly period ended June 30, 2016. This report will be followed by the annual report Form 10-K for the fiscal year ended Decebmber 31, 2016, and should be read in connection with the other reports filed by us with the SEC, including our quarterly reports on Form 10-Q for the quarters ended March 31, 2017.

 

Background of the Filing Delay. We were unable to file the above referenced periodic reports due to the Company’s lack of revenue generated which has made it difficult to sufficiently fund the costs of the filings.

 

 
2
 
 

 

TABLE OF CONTENTS

 

Cautionary Note Regarding Forward-Looking Statements

 

4

 

 

 

 

PART I – Financial Information

 

 

 

 

 

 

Item 1.

Financial Statements

 

5

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

10

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

 

13

 

Item 4.

Controls and Procedures

 

14

 

 

 

 

 

PART II – Other Information

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

15

 

Item 2.

Unregistered Sales of Equity Securities And Use Of Proceeds

 

15

 

Item 3.

Defaults Upon Senior Securities

 

15

 

Item 4.

Mine Safety Disclosures

 

15

 

Item 5.

Other information

 

15

 

Item 6.

Exhibits

 

16

 

 

 

 

 

Signatures

 

17

 

  

 
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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;

 

 

 

 

· our ability to find manufacturing partners on favorable terms;

 

 

 

 

· declines in general economic conditions in the markets where we may compete;

 

 

 

 

· our anticipated needs for working capital; and

  

Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis.

 

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.

 

 
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PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

SICHUAN LEADERS PETROCHEMICAL COMPANY

BALANCE SHEETS

As of September 30, 2016 (unaudited) and December 31, 2015 

 

(All amounts shown in U.S. Dollars)

 

September 30,

2016

 

 

December 31,

2015

 

 

 

(unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and Cash Equivalents

 

$ 28,769

 

 

$ 68,381

 

Prepaid Expenses

 

 

7,649

 

 

 

3,849

 

Total Current Assets

 

 

36,418

 

 

 

72,230

 

Total Assets:

 

 

36,418

 

 

 

72,230

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts Payable

 

 

5,989

 

 

 

66

 

Interest Payable

 

 

15,613

 

 

 

8,263

 

Loans from Shareholder

 

 

110,000

 

 

 

110,000

 

Total Current Liabilities

 

 

131,602

 

 

 

118,329

 

Total Liabilities

 

 

131,602

 

 

 

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 September 30, 2016 and

December 31, 2015, respectively.

 

 

307,550

 

 

 

307,550

 

Additional Paid in Capital

 

 

(68,566 )

 

 

(68,566 )

Accumulated Deficit

 

 

(334,168 )

 

 

(285,083 )

Total Stockholders’ Deficit

 

 

(95,184 )

 

 

(46,099 )

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Deficit

 

$ 36,418

 

 

$ 72,230

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 
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SICHUAN LEADERS PETROCHEMICAL COMPANY

STATEMENTS OF OPERATIONS

 

 

 

Nine Months Ended

September 30,

 

 

Three Months Ended

September 30,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and Administrative - Related Party

 

 

17,968

 

 

 

31,935

 

 

 

5,989

 

 

 

3,921

 

General and Administrative

 

 

23,767

 

 

 

19,706

 

 

 

7,120

 

 

 

6,391

 

Operations Loss

 

 

(41,735 )

 

 

(51,641 )

 

 

(13,109 )

 

 

(10,312 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense – Related Party

 

 

(7,350 )

 

 

(5,795 )

 

 

2,468

 

 

 

(2,469 )

Net Loss

 

 

(49,085 )

 

 

(57,436 )

 

 

(15,577 )

 

 

(12,781 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Net (Loss) per share:

 

 

(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

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 
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SICHUAN LEADERS PETROCHEMICAL COMPANY

STATEMENTS OF CASH FLOWS

 

 

 

Nine Months Ended

September 30,

 

 

 

2016

 

 

2015

 

 

 

(unaudited)

 

 

(unaudited)

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net Loss

 

$ (49,085 )

 

$ (57,436 )

Adjustments to reconcile net loss to net cash (used in) provided by operations:

 

 

 

 

 

 

 

 

Changes in Operating Assets and Liabilities:

 

 

 

 

 

 

 

 

Accounts Payable

 

 

5,923

 

 

 

2,000

 

Accrued Expenses: Interest Payable

 

 

7,350

 

 

 

-

 

Prepaid Expenses

 

 

(3,800 )

 

 

(2,062 )

Net Cash Flows Used in Operating Activities:

 

 

(39,612 )

 

 

(57,498 )

 

 

 

 

 

 

 

 

 

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:

 

 

(39,612 )

 

 

52,502

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents, Beginning of Period

 

 

68,381

 

 

 

23,092

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents, End of Period

 

$ 28,769

 

 

$ 75,594

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

 

-

 

 

 

-

 

Cash paid for taxes

 

 

-

 

 

 

-

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 
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SICHUAN LEADERS PETROCHEMICAL COMPANY
NOTES TO FINANCIAL STATEMENTS

For the Nine Months Ended September 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 have 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 ($49,085) for the nine month period ended September 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 nine month period ended September 30, 2016 and 2015; (b) the financial position at September 30, 2016; and (c) cash flows for the nine month period ended September 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 nine month period ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ended December 31, 2016.

 

 
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NOTE 4. 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.

 

NOTE 5. SUBSEQUENT EVENTS

 

On May 31, 2017, the Company entered into a transactional agreement with VentureVest Capital (VentureVest) in a consulting capacity to assist in bringing the Company’s delinquent filings current. VentureVest has offered to loan the Company an estimated amount of $19,000, and has agreed to accept promissory notes for each issuance of funds on the date the transfer of funds takes place. Furthermore, the Company has agreed that VentureVest will have the exclusive right to represent the Company and to locate a buyer for the common stock owned by Mr. Fan.

 

On May 31, 2017, VentureVest has agreed to accept the 1st convertible Promissory Note for the total amount of $6,000. These convertible promissory notes will be issued at a rate of $0.05 per share.

 

On November 10, 2016, Chairman Andy Fan agreed to accept shares in the amount of 12,670,000 in exchange for cancelling the debt totaling $126,700 which includes $110,000 plus interest of $16,700, incurred commencing in February, 2015.

 

 
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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 September 30, 2016 and 2015

 

Results of Operations for the Nine month period Ended September 30, 2016 and 2015.

 

 

 

Nine Months Ended

September 30,

 

 

 

 

 

 

2016

 

 

2015

 

 

% Change

 

Revenue

 

$ -

 

 

 

 

 

 

0 %

General and Administrative Expense – Related Party

 

 

17,968

 

 

 

31,935

 

 

 

44 %

General and Administrative Expense

 

 

23,767

 

 

 

19,706

 

 

 

-21

%

Loss from Operations

 

 

(41,735 )

 

 

(51,641 )

 

 

20 %

Other Income and (Expense)

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense – Related Party

 

 

(7,350 )

 

 

(5,795 )

 

 

-27

%

Net Loss

 

$ (49,085 )

 

 

(57,436 )

 

 

15 %

 

 
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Revenue from Operations

For the nine month period ended September 30, 2016 and September 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 nine month period ended September 30, 2016 and September 30, 2015, related party operating expenses were $17,968 and $31,935, 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 nine month period ended September 30, 2015.

 

General and Administrative Expenses

For the nine month period ended September 30, 2016 and September 30, 2015, general and administrative expenses were $23,767 and $19,706, 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 ($49,085) and ($57,436) for the nine month period ended September 30, 2016 and 2015, respectively.

 

Results of Operations for the Three Month Period Ended September 30, 2016 and 2015.

 

 

 

Three Months Ended

September 30,

 

 

 

 

 

2016

 

 

2015

 

 

% Change

 

Revenue

 

$ -

 

 

 

 

 

 

0 %

General and Administrative Expense – Related Party

 

 

5,989

 

 

 

3,921

 

 

 

53 %

General and Administrative Expense

 

 

7,120

 

 

 

6,391

 

 

(12

%)

Loss from Operations

 

 

(13,109 )

 

 

(10,312 )

 

 

28 %

Other Income and (Expense)

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense – Related Party

 

 

2,468

 

 

 

(2,469 )

 

 

2 %

Net Loss

 

$ (15,577 )

 

 

(12,781 )

 

 

-22

%

   

Revenue from Operations

For the three month period ended September 30, 2016 and September 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.

 

 
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General and Administrative Expenses– Related Party

For the three month period ended September 30, 2016 and September 30, 2015, related party operating expenses were $5,989 and $3,921, respectively. The increase in expenses between the two periods is directly related to the increase in auditor costs.

 

General and Administrative Expenses

For the three month period ended September 30, 2016 and September 30, 2015, general and administrative expenses were $7,120 and $6,391, 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 ($15,577) and ($12,781) for the three month period ended September 30, 2016 and 2015, respectively.

 

Liquidity and Capital Resources

 

General.

At September 30, 2016, we had cash and cash equivalents of $28,769. 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 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 ($39,612) and $57,498 for the nine month period ended September 30, 2016 and 2015, respectively.

 

Investing Activities

We neither generated nor used funds in continuing investing activities during the nine month period ended month period ended September 30, 2016 or 2015.

 

Financing activities

Cash provided in our financing activities was $0 for the nine month period ended September 30, 2016, compared to cash provided of $110,000 during the comparable period in 2015. During the nine month period ended September 30, 2015, the majority shareholder loaned the company $110,000, that has since been repaid.

 

 
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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 ($49,085) for the nine month period ended September 30, 2016. Due to the Company’s limited liquid resources, recurring losses from operations and the Company’s need to raise additional capital, all raise substantial doubt about the Company’s 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.

 

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.

 

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.

 

 
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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 September 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 September 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.

 

 
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PART II – OTHER INFORMATION

  

ITEM 1. LEGAL PROCEEDINGS

 

We were not subject to any legal proceedings during the nine months ended September 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 nine months ended September 30, 2016.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

No senior securities were issued and outstanding during the nine months ended September 30, 2016.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable to our Company.

 

ITEM 5. OTHER INFORMATION

 

None.

  

 
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ITEM 6. EXHIBITS

 

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

 

Certification of Principal Executive Officer and Principal Financial Officer filed 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 Filed herewith

 

 

 

32

 

Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith

 

 

 

101

 

Financial statements from the quarterly report on Form 10-Q of Sichuan Leaders Petrochemical Company for the fiscal quarter ended September 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.

 

 
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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.

 

 

SICHUAN LEADERS PETROCHEMICAL COMPANY

 

 

 

Dated June 13, 2017

By:

/s/ Andy Z. Fan

 

 

 

Andy Z. Fan

 

 

 

Principal Executive Officer

 

 

 

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