FORM 10-K





UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





(Mark one)[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.For the fiscal year ended October 31, 2010OR[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to ________Advanced Pipe Fitting Technologies, Inc.

(Exact name of registrant as specified in its charter)Ste 810, NO: 98 Dong San Huan South Road

Chaoyang District

Beijing, P.R. China

Tel: 775-851-7397





Nevada

27-0838546(State or other jurisdiction of incorporation

or organization)

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





Agent For service

Advanced Pipe Fitting Technologies, Inc4790 Caughlin Pkwy, Ste 387

Reno, NV 8951

775-851-7397

(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 [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 (§232.405 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 [   ]  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. (Check one):





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 shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 10,000,000 common shares issued and outstanding as of October 31, 2010.










PART I





ITEM 1.  FINANCIAL STATEMENTS




















ADVANCED PIPE FITTING TECHNOLOGIES, INC.





(A DEVELOPMENT STAGE COMPANY)





FINANCIAL STATEMENTS





OCTOBER 31, 2010













































































2





ADVANCED PIPE FITTING TECHNOLOGIES, INC.





(A DEVELOPMENT STAGE COMPANY)





TABLE OF CONTENTS





OCTOBER 31, 2010











Report of Independent Registered Public Accounting Firm
F-1Balance Sheets as of October 31, 2010 and 2009
F-2Statements of Operations for the periods endedOctober 31, 2010 and 2009 and for the period fromAugust 4, 2009 (date of inception) to October 31 2010
F-3Statement of Stockholders’ Equity (Deficit) as of October 31, 2010
F-4Statements of Cash Flows for the periods endedOctober 31, 2010 and 2009 and for the period fromAugust 4, 2009 (date of inception) to October 31, 2010
F-5Notes to the Financial Statements
F-6 - F-9









































3





Silberstein Ungar, PLLC CPAs and Business Advisors


Phone (248) 203-0080


Fax (248) 281-0940


30600 Telegraph Road, Suite 2175


Bingham Farms, MI 48025-4586


www.sucpas.com





Report of Independent Registered Public Accounting Firm





To the Board of Directors of


Advanced Pipe Fitting Technologies, Inc.


Reno, Nevada





We have audited the accompanying balance sheets of Advanced Pipe Fitting Technologies, Inc. (the “Company”) as of October 31, 2010 and 2009, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the periods then ended and for the period from August 4, 2009 (Date of Inception) through October 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.





In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Advanced Pipe Fitting Technologies, Inc.  as of October 31, 2010 and 2009 and the results of its operations and its cash flows for the periods then ended and for the period from August 4, 2009 (Date of Inception) through October 31, 2010 in conformity with accounting principles generally accepted in the United States of America.





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has limited working capital, has not yet received revenue from sales of products or services, and has incurred losses from operations.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans with regard to these matters are described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.





/s/ Silberstein Ungar, PLLC





Silberstein Ungar, PLLC





Bingham Farms, Michigan


January 15, 2011





F-1


4





ADVANCED PIPE FITTING TECHNOLOGIES, INC.


(A DEVELOPMENT STAGE COMPANY)


BALANCE SHEETS


AS OF OCTOBER 31, 2010 AND 2009








October 31, 2010


October 31, 2009ASSETSCurrent assetsCash and cash equivalents

$
1,757


$
55,063TOTAL ASSETS

$
1,757


$
55,063LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)LIABILITIESCurrent LiabilitiesAccrued expenses

$
3,350


$
2,600Due to shareholder


0



1,500Commitments and contingencies


0



0Total Liabilities


3,350



4,100STOCKHOLDERS’ EQUITY (DEFICIT)Common stock, $.0001 par value, 100,000,000 shares authorized, 10,000,000 shares issued and outstanding


1,000



1,000Additional paid in capital


66,425



52,575Deficit accumulated during the development stage


(69,018
)


(2,612
)Total Stockholders’ Equity (Deficit)


(1,593
)


50,963TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

$
1,757


$
55,063









































See accompanying notes to financial statements.





F-2


5





ADVANCED PIPE FITTING TECHNOLOGIES, INC.


(A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF OPERATIONS


FOR THE PERIODS ENDED OCTOBER 31, 2010 AND 2009


FOR THE PERIOD FROM AUGUST 4, 2009 (INCEPTION) TO OCTOBER 31, 2010








Year Ended October 31, 2010


Period Ended October 31, 2009


Period from August 4, 2009 (Inception) to October 31, 2010REVENUES

$
0


$
0


$
0OPERATING EXPENSESProfessional fees


6,450



2,600



9,050Transfer agent fees


3,136



0



3,136Consulting fees


53,500



0



53,500Incorporation costs


3,000



0



3,000General and administrative


320



12



332TOTAL OPERATING EXPENSES


66,406



2,612



69,018NET LOSS BEFORE INCOME TAXES


(66,406
)


(2,612
)


(69,018
)PROVISION FOR INCOME TAXES


0



0



0NET LOSS

$
(66,406
)

$
(2,612
)

$
(69,018
)NET LOSS PER SHARE: BASIC AND DILUTED

$
(0.01
)

$
(0.00
)WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED


10,000,000



10,000,000























See accompanying notes to financial statements.





F-3


6


ADVANCED PIPE FITTING TECHNOLOGIES, INC.


(A DEVELOPMENT STAGE COMPANY)


STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)


FOR THE PERIOD FROM AUGUST 4, 2009 (INCEPTION) TO OCTOBER 31, 2010








Common stock


Additional paid-in


Deficit accumulated during the developmentShares


Amount


capital


stage


TotalInception, August 4, 2009


-


$
-


$
-


$
-


$
-Issuance of common stock for cash to founders


9,800,000



980



8,820



-



9,800Common stock issued for $.001 per share


25,000



2



23



-



25Common stock issued for $.25 per share


175,000



18



43,732



-



43,750Net loss for the period ended October 31, 2009


-



-



-



(2,612
)


(2,612
)Balance, October 31, 2009


10,000,000



1,000



52,575



(2,612
)


50,963Capital contributed by shareholder


-



-



13,850



-



13,850Net loss for the year ended October 31, 2010


-



-



-



(66,406
)


(66,406
)Balance, October 31, 2010


10,000,000


$
1,000


$
66,425


$
(69,018
)

$
(1,593
)























See accompanying notes to financial statements.





F-4


7





ADVANCED PIPE FITTING TECHNOLOGIES, INC.


(A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF CASH FLOWS


FOR THE PERIODS ENDED OCTOBER 31, 2010 AND 2009


FOR THE PERIOD FROM AUGUST 4, 2009 (INCEPTION) TO OCTOBER 31, 2010











Year Ended October 31, 2010


Period ended October 31, 2009


Period from August 4, 2009 (Inception) to October 31, 2010CASH FLOWS FROM OPERATING ACTIVITIESNet loss for the period

$
(66,406
)

$
(2,612
)

$
(69,018
)Changes in assets and liabilities:Increase in accrued expenses


750



2,600



3,350CASH FLOWS USED IN OPERATING ACTIVITIES


(65,656
)


(12
)


(65,668
)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from sale of common stock


0



53,575



53,575Loans received from shareholder


12,350



1,500



13,850CASH FLOWS PROVIDED BY FINANCING ACTIVITIES


12,350



55,075



67,425NET INCREASE (DECREASE) IN CASH


(53,306
)


55,063



1,757Cash, beginning of period


55,063



0



0Cash, end of period

$
1,757


$
55,063


$
1,757SUPPLEMENTAL CASH FLOW INFORMATION:Interest paid

$
0


$
0


$
0Income taxes paid

$
0


$
0


$
0SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIESLoans from shareholder converted to capital

$
13,850


$
0


$
13,850

















See accompanying notes to financial statements.





F-5





8


ADVANCED PIPE FITTING TECHNOLOGIES, INC.


(A DEVELOPMENT STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS


OCTOBER 31, 2010





NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Nature of Business


Advanced Pipe Fitting Technologies, Inc. (the “Company”) was incorporated in the State of Nevada on August 4, 2009. The Company plans to sell a series of pipefitting, pressure conduits and coupling products used in oil and gas transfer, petroleum refinery, and sub-critical, supercritical power plant projects.





Development-Stage Company


The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.





Basis of Presentation


The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.





Accounting Basis


The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting).  The Company has adopted an October 31 fiscal year end.





Cashand CashEquivalents


The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.  At October 31, 2010 and 2009, the Company had $1,757 and $55,063 of cash, respectively.





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 balance sheet.  Actual results could differ from those estimates.





Comprehensive Income


The Company has established standards for reporting and display of comprehensive income, its components and accumulated balances.  When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity (Deficit).  Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.





Income Tax


Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.





F-6


9





ADVANCED PIPE FITTING TECHNOLOGIES, INC.


(A DEVELOPMENT STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS


OCTOBER 31, 2010





NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Fair Value of Financial Instruments


The Company’s financial instruments consist of cash and cash equivalents, accrued expenses, and an amount due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.





Revenue Recognition


The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.





Basic Income (Loss) Per Share


Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of October 31, 2010.





Stock-based Compensation.


For the periods ended October 31, 2010, the Company has not issued any share-based payments to its employees.  Under the modified prospective method the Company uses, stock compensation expense includes compensation expense for all stock-based compensation awards granted, based on the grant-date estimated fair value.





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 2 - GOING CONCERN





The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  However, the Company has no revenues as of October 31, 2010 and has incurred operating losses since its inception.  The Company currently has negative working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.





Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses.  The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.





F-7


10





ADVANCED PIPE FITTING TECHNOLOGIES, INC.


(A DEVELOPMENT STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS


OCTOBER 31, 2010








NOTE 3 – ACCRUED EXPENSES





Accrued expenses at October 31, 2010 and 2009 consisted of amounts owed to the Company’s outside independent auditors for services rendered for periods reported on in these financial statements.





NOTE 4 – DUE TO SHAREHOLDER





The Company received loans from a shareholder to fund its bank account and to pay some operating expenses during the years ended October 31, 2010 and 2009.  The loans are unsecured, interest free and due on demand.  During the year ended October 31, 2010, the shareholder paid invoices on behalf of the company totaling $12,350.  The shareholder agreed to convert $13,850, the total balance of the loans at October 31, 2010, to contributed capital.  The balance of the loan was $0 and $1,500 as of October 31, 2010 and October 31, 2009, respectively.





NOTE 5 – INCOME TAXES





As of October 31, 2010, the Company had net operating loss carry forwards of approximately $69,000 that may be available to reduce future years’ taxable income through 2030. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.





The provision for Federal income tax consists of the following:





October 31,

2010


October 31, 2009Federal income tax benefit attributable to:Current Operations

$
22,578


$
888Less: valuation allowance


(22,578
)


(888
)Net provision for Federal income taxes

$
-


$
-





The approximate cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:





October 31,

2010


October 31, 2009Deferred tax asset attributable to:Net operating loss carryover

$
23,466


$
888Less: valuation allowance


(23,466
)


(888
)Net deferred tax asset

$
-


$
-





At October 31, 2010, the Company had an unused net operating loss carryover of $69,018 that is available to offset future taxable income; it expires beginning in 2029.





F-8


11





ADVANCED PIPE FITTING TECHNOLOGIES, INC.


(A DEVELOPMENT STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS


OCTOBER 31, 2010








NOTE 6 – COMMON STOCK





On August 4, 2009, the Company issued 9,800,000 shares to its founders for cash totaling $9,800.  Also on August 4, 2009, an additional 200,000 shares were sold for cash totaling $43,775.





During the year ended October 31, 2010, a shareholder agreed to convert loans totaling $13,850 to contributed capital.





As of October 31, 2010 and October 31, 2009, a total of 10,000,000 shares were issued and outstanding.





NOTE 7– COMMITMENTS AND CONTINGENCIES





The Company neither owns nor leases any real or personal property. An officer has provided office services without charge.  There is no obligation for the officer to continue this arrangement.  Such costs are immaterial to the financial statements and accordingly are not reflected herein.  The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.





NOTE 8 – SUBSEQUENT EVENTS





Management has evaluated subsequent events through January 15, 2011, the date these financial statements were issued, and has determined it does not have any material subsequent events to disclose.























F-9


12


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





Statements of Operations for the periods ended October 31, 2010 and 2009 and for the period from August 4, 2009 (date of inception) to October 31 2010





The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this Quarterly Report.





General and administrative





The types of costs included in selling, general and administrative expenses consist predominately of professional fees, advertising and non-manufacturing administrative and overhead costs.  Distribution network costs are not included in the Company's selling, general and administrative expenses, but are included in cost of goods sold.





The Company expenses advertising costs as incurred, shown or distributed.





General and administrative expenses during the periods ended October 31, 2010 and October 31, 2009   was ($69,018) and ($66,406) respectively.





Net Loss





Net loss for the period August 4th 2009 (inception) to October 31, 2010 was approximately ($69,018).





Liquidity and Capital Resources





As of October 31, 2010, we had negative working capital of $53,306.





Our net loss was ($66,406) for the year ended October 31, 2010   Net cash used in operating activities was approximately ($53,306) for the year ended October 31, 2010.   The increase in cash used in operating activities is primarily attributable amounts paid for accounting and legal services, and corporate compliance fees.





Net cash provided by financing activities during the year ended October 31, 2010 was approximately $12,350.





No shares were sold and no warrants were exercised during the year ended October 31, 2010.





We have not yet recognized revenues from our operations. As a result, our current cash position is not sufficient to fund our cash requirements during the next twelve months, including operations and capital expenditures.











13


FORWARD-LOOKING STATEMENTS





This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2 of Part I of this report include forward-looking statements. These forward looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "proposed," "intended," or "continue" or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other "forward-looking" information. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including but not limited to: variability of our revenues and financial performance; risks associated with product development and technological changes; the acceptance our products in the marketplace by existing and potential future customers; general economic conditions. You should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.





Introduction





The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the results of operations and financial condition of ADVANCED PIPE FITTING TECHNOLOGIES, INC.MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes to the financial statements. As used in this Quarterly Report, the terms "we", "us", "our", “Registrant”, and “the Company” mean ADVANCED PIPE FITTING TECHNOLOGIES, INC.





ADVANCED PIPE FITTING TECHNOLOGIES, INC. was incorporated in the State of Nevada on August 4th 2009.





Operations





ADVANCED PIPE FITTING TECHNOLOGIES, INC is a start-up stage company. We are a company without revenues; we have minimal assets and have incurred losses since inception. We will sell and distribute a series of pipefitting, pressure conduits and coupling products primarily used in oil and gas transfer, petroleum refinery, and sub-critical, supercritical power plant projects. We plan to conduct all of our business in China through an operating subsidiary, which will be formed as a Wholly Foreign Owned Enterprises (WFOE) or a Joint Venture.





For the period ended October 31, 2010, we have not generated any revenues to cover operations.  Based on prior history, we will continue to have insufficient revenue to satisfy current and recurring liabilities as we continue development activities. For short term needs we will be dependent on receipt, if any, of private placement proceeds.  With the receipt of any of these private placement proceeds, the Company expects to see significant growth in 2010 as we increase marketing efforts, bring on additional customers and future customers become more aware of our brands. There can be no assurances we will be able to raise any additional capital.





OUR REVENUE GROWTH RATE DEPENDS PRIMARILY ON OUR ABILITY TO EXECUTE OUR BUSINESS PLAN





We may not be able to identify and maintain the necessary relationships with our customers and suppliers. Our ability to execute our business plan also depends on other factors, including:





1.
negotiating representation and marketing agreements with  acceptable terms;2.
hiring and training qualified  personnel3.
managing marketing and development costs at affordable levels;4.
cost and availability of labor;


14


A FAILURE TO MANAGE OUR GROWTH EFFECTIVELY COULD HARM OUR BUSINESS AND OPERATING RESULTS.





Our plans call for a significant increase in the growth of China. Financial and management controls and information systems may be inadequate to support our expansion. Managing our growth effectively will require us to continue to enhance these systems, procedures and controls and to hire, train and retain management and staff. We may not respond quickly enough to the changing demands that our expansion will impose on our management, employees and existing infrastructure. We also place a lot of importance on our culture, which we believe will be an important contributor to our success. As we grow, however, we may have difficulty maintaining our culture or adapting it sufficiently to meet the needs of our operations. Our failure to manage our growth effectively could harm our business and operating results.





OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY AND COULD FALL BELOW THE EXPECTATIONS OF INVESTORS DUE TO VARIOUS FACTORS.





Our quarterly operating results may fluctuate significantly because of various factors, including:





1.
the impact of inclement weather, natural disasters and other calamities;2.
unseasonably cold or wet weather conditions;3.
variations in general economic conditions;4.
increases in infrastructure costs





Because of these factors, results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for any year. In the future, our operating results may fall below the expectations of investors. In that event, the value of our Common Stock or other securities would likely decrease.





OUR REVENUE IS SUBJECT TO VOLATILITY BASED ON THE GLOBAL ECONOMY, IN PARTICULAR CHINA ECONOMIC DOWNTURNS OR REDUCTIONS IN GOVERNMENT FUNDING OF INFRASTRUCTURE PROJECTS COULD SIGNIFICANTLY REDUCE OUR REVENUES.





Our business is highly dependent on the amount of infrastructure work funded by the PRC government, which in turn, depends on the overall condition of the economy and both central and local government spending levels. Decreases in government funding for infrastructure projects could decrease demand on pipe fitting products and limit our ability to obtain new contracts, which could reduce our revenues and profits.





Our future financial results will depend primarily on (1) our ability to fully implement our business plan and (2) our ability to develop our brand awareness. We cannot assure that we will be successful in any of these activities will be at a level allowing for profitable production.





As noted above, we believe that we do not have sufficient liquidity to satisfy our cash requirements for the next twelve months, which will require us to raise additional external funds through the sale of additional equity or debt securities.  Currently, we have no plans in place for additional capital. In any event, we expect that unless our sales increase significantly, we will need to raise additional funds in over the next 12 months to finance the costs of establishing the corporate infrastructure.  The sale of additional equity securities will result in additional dilution to our shareholders. Sale of debt securities could involve substantial operational and financial covenants that might inhibit our ability to follow our business plan. Additional financing may not be available in amounts or on terms acceptable to us or at all.  If we are unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned research, development and commercialization activities, which could harm our financial conditions and operating results.





If we cannot generate sufficient revenues to continue operations and pay our expenses we will need to suspend or cease operations.





15


Off-Balance Sheet Arrangements





There are no 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.





Inflation





We do not believe our business and operations have been materially affected by inflation.





Critical Accounting Policies and Estimates





Our critical accounting policies are as follows:





Derivative Instruments





The Company’s note payable contains terms with constitute a derivative liability under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815 and require bifurcation from the host instrument.  As required by FASB ASC 815, these instruments are required to be measured at fair value in its financial statements.  Changes in the fair value of the derivative liabilities from period to period are charged to derivative income (expense) as incurred.





Recently Issued Accounting Standards





On July 1, 2009, the FASB issued the FASB Accounting Standards Codification (the “Codification”). The Codification became the single source of authoritative nongovernmental U.S. GAAP, superseding existing FASB, American Institute of Certified Public Accountants (“AICPA”), Emerging Issues Task Force (“EITF”) and related literature. The Codification eliminates the previous US GAAP hierarchy and establishes one level of authoritative GAAP. All other literature is considered non-authoritative. However, rules and interpretive releases of the Securities Exchange Commission (“SEC”) issued under the authority of federal securities laws will continue to be sources of authoritative GAAP for SEC registrants. The Codification was effective for interim and annual periods ending after September 15, 2009. The Company adopted the Codification for the period ended April 30, 2010.  There was no impact to the consolidated financial results as this change is disclosure-only in nature.





ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





As a “smaller reporting company”, we are not required to provide the information under this Item 3.





ITEM 4.  CONTROLS AND PROCEDURES.





Evaluation of Disclosure Controls and Procedures





Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as of the end of the period covered by this report (the “Evaluation Date”). Based upon the evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective. Disclosure controls are controls and procedures designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls include controls and procedures designed to reasonably ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.





Changes in Internal Controls Over Financial Reporting





There were no changes in our internal controls over financial reporting that occurred during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





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PART II  -  OTHER INFORMATION





ITEM 1.  LEGAL PROCEEDINGS.





We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or material 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 company.





ITEM 1A. RISK FACTORS.





As a “smaller reporting company”, we are not required to provide disclosure under this Item 1A.





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





None.





ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.





None.





ITEM 4.  REMOVED AND RESERVED.





None.





ITEM 5.  OTHER INFORMATION.





None.





ITEM 6.  EXHIBITS.





31.1
Rule 13a-14(a)/15d-14(a) Principal Executive Officer Certification31.2
Rule 13a-14(a)/15d-14(a) Principal Financial Officer Certification32.1
Certifications under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)32.2
Certifications under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)


























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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) 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.








Advanced Pipe Fitting Technology


(Registrant)





By: /s/ Yanzhang Li
January 28, 2011CEO, President and Principle Executive Officer








In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates indicated.





By: /s/ Yanzhang Li
January 28, 2011CEOBy: /s/ Yanzhang Li
January 28, 2011PresidentBy: /s/ Yanzhang Li
January 28, 2011Principle Executive OfficerBy: /s/ Guozing Liu
January 28, 2011CFOBy: /s/ Guozing Liu
January 28, 2011Principle Accounting Officer

































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