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 DECEMBER

For the quarterly period ended December 31, 20162017

OR  

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

For the transition period from ________ to ________.

COMMISSION FILE NUMBER: 333-198615

ASIA TRAINING INSTITUTE, INC.

Po Yuen Cultural Holdings (Hong Kong) Co., Ltd.

(Exact name of registrant as specified in its charter)

 

   
Nevada 47-1100063

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S.IRS Employer

Identification No.)

  

13200 Crossroad Parkway North, Suite 400

City of Industry, CARoom A, 16/F, Winbase Centre, 208

Queens Road Central, Hong Kong

 91746N/A
(Address of principal executive offices)Principal Executive Offices) (Zip Code)

 

N/A

(852) 2350 1928

(Registrant’s Telephone Number, Including Area Code)

NA

(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. [X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate webWeb site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 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]Yes ☒  No

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

Large accelerated filer[  ]Accelerated filer[  ]☐ 
Non-accelerated filer[  ] (DoSmaller reporting company☒ 
(Do not check if a smaller reporting company) 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] Yes [ ] No

State the number of shares outstanding of each of the issuer’s classes of common equity, asAs of February 10, 2017:14, 2018, there were 19,412,000 shares of the company’s common stock.stock, par value $0.001 per share, outstanding.

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TABLE OF CONTENTS

ASIA TRAINING INSTITUTE, INC.

INDEX

 

PART I-FINANCIAL INFORMATION

  PART I - FINANCIAL INFORMATION  
ITEM 1FINANCIAL STATEMENTSF1
Balance Sheets (Unaudited)F1
Statements of Operations (Unaudited)F2
Statements of Cash Flows (Unaudited)F3
Notes to Unaudited Financial StatementsF4-F5
ITEM 2MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS3
ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK4
ITEM 4CONTROLS AND PROCEDURES4
PART II-OTHER INFORMATION
ITEM 1LEGAL PROCEEDINGS4
     
ITEM 1A1 RISK FACTORSFINANCIAL STATEMENTS3
  
  Condensed Balance Sheets - as of December 31, 2017 (unaudited) and March 31, 2017 (audited)3
Condensed Statements of Operations for the three and nine months ended December 31, 2017 and 2016 (unaudited)4
Condensed Statements of Cash Flows for the nine months ended December 31, 2017 and 2016 (unaudited)5
Notes to Condensed Financial Statements (unaudited)
ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations10 
ITEM 3Quantitative and Qualitative Disclosures About Market Risk12 
ITEM 4Controls and Procedures12 
PART II - OTHER INFORMATION
ITEM 1LEGAL PROCEEDINGS13
ITEM 1ARISK FACTORS 13
ITEM 2UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 413
   
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 413
   
ITEM 4 MINE SAFETY DISCLOSURES 413
   
ITEM 5 OTHER INFORMATION 413
   
ITEM 6 EXHIBITS 513
  
SIGNATURES 614

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PART I - FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS

ASIA TRAINING INSTITUTE, INC.Po Yuen Cultural Holdings (Hong Kong) Co., Ltd

BALANCE SHEETS

 

 

 

December 31, 2016

(Unaudited)

 

 

March 31, 2016   

 

 

December 31, 2017

(Unaudited)

 

March 31,

2017

(Audited) 

ASSETS         
CURRENT ASSETS:         
Cash$527$- $—    $617 
Prepaid legal $—    $—   
Total Current Assets  —     617 
TOTAL ASSETS$527$- $

—  

  $617 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT         
         
CURRENT LIABILITIES:         
Accrued expenses$2,554$11,434  $2,333   9,555 
Due to related party 53,007 -  86,570   58,761 
Total Current Liabilities  88,903   68,316 
TOTAL LIABILITIES$55,561$11,434  $

88,903

  $

68,316

 
         
Commitments and Contingencies
 $—    $—   
        
STOCKHOLDERS’ DEFICIT:         
Preferred stock, $0.001 par value; 25,000,000 shares authorized; none issued or outstanding as of December 31, 2016 and March 31, 2016 - -
Common stock, $0.001 par value; 150,000,000 shares authorized; 19,412,000 shares issued and outstanding as of December 31, 2016 and March 31, 2016 19,412  19,412 
Preferred stock, $.001 par value,25,000,000 and 0 shares authorized, no shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively.  —     —   
Common stock, $.001 par value,500,000,000 shares authorized, 19,412,000 issued and outstanding at December 31, 2017; and 19,412,000 issued and outstanding at December 31, 2016.   19,412   19,412 
Additional paid in capital 168,387  168,387   168,387   168,387 
Accumulated deficit (242,833) (199,233)  (276,702)  (255,498)
TOTAL STOCKHOLDERS’ DEFICIT (55,034) (11,434)  (88,903)  (67,699)
         
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT$527 $- $0  $617 

  

See Accompanying Notes to Unaudited Financial Statements.

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

 

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ASIA TRAINING INSTITUTE, INC.Po Yuen Cultural Holdings (Hong Kong) Co., Ltd

STATEMENTS OF OPERATIONS

for the three and nine months ended December 31 

(UNAUDITED)

 

  Three Months Ended December 31,  Three Months Ended December 31,  Nine Months Ended December 31,  Nine Months Ended December 31
  2016  2015  2016  2015
         
Revenue $-  $- $ - $ - 
                 
Expenses:                
Developmental, general and administrative  8,801   7,955   43,600   61,251 
                 
Operating loss    (8,801)     (7,955)   (43,600)   (61,251) 
Interest expense  -      -   524 
                 
Net loss $(8,801)  $(7,955)   (43,600)   (61,775) 
                 
Basic and diluted loss per share $(0.00)  $(0.00)  $(0.00)  $(0.00) 
                 
Weighted average common shares outstanding - basic and diluted  19,412,000   20,412,000   19,412,000   20,412,000 
                 

See Accompanying Notes to Unaudited Financial Statements.

  

Three months ended

December 31,

 

Nine months ended

September 30,

  2017 2016 2017 2016
Revenue $—    $—    $—    $—   
                 
Operating Expenses:                
General administrative expense  9,556   8,801   21,204   43,600 
Total operating expenses  9,556   8,801   21,204   43,600 
                 
Net loss from operations  (9,556)  (8,801)  (21,204)  (43,600)
Loss before income taxes  (9,556)  (8,801)  (21,204)  (43,600)
Provision for income taxes  —     —     —     —   
Net Loss $(9,556) $(8,801) $(21,204) $(43,600)
                 
Basic and diluted loss per share $(0.00) $(0.00) $(0.00) $(0.00)
                 
Weighted average number of common shares outstanding basic and diluted  19,412,000   19,412,000   19,412,000   19,412,000 

-F2-The accompanying notes are an integral part of these unaudited condensed financial statements

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ASIA TRAINING INSTITUTE, INC.Po Yuen Cultural Holdings (Hong Kong) Co., Ltd

STATEMENTS OF CASH FLOWS

for the nine months ended December 31

(UNAUDITED)

 

  

 

Nine Months Ended

December 31, 2016

 

 

Nine Months Ended

December 31, 2015

CASH FLOW FROM OPERATING ACTIVITIES:    
Net loss$(43,600)$(61,775)
     
Change in operating assets and liabilities:     
Accrued expenses (8,880)  49,500 
Accrued interest payable - related party - (4,032)
Due to related party  53,007  -
Net Cash Provided by (used in) Operating Activities 527 (16,307)
     
CASH FLOW FROM FINANCING ACTIVITIES:    
Repayment note payable – related party - (110,000)
Net Cash Used In Financing Activities  (110,000)
     
Change in cash 527 (126,307)
Cash at Beginning of Period - 131,448 
Cash at end of Period$527$5,141 
     
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    
Cash paid for:    
Interest$-$4,557 
Income taxes$-$-

See Accompanying Notes to Unaudited Financial Statements.

  2017 2016
CASH FLOWS FROM OPERATING ACTIVITIES:        
         
Net loss $(21,204) $(43,600)
Adjustments to reconcile net loss to net        
cash used in operating activities:        
Changes in operating assets and liabilities:        
Accrued expenses  (7,222)  (8,880)
Due to Related party  —    —  
     Net cash used in operating activities  (28,426)  (52,480)
         
CASH FLOWS FROM INVESTING ACTIVITIES:  —      —   
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Due to related Party  27,809   53,007 
     Net cash provided by financing activities  27,809   53,007 
         
    Net increase (decrease) in cash  (617)  527 
         
    Cash at beginning of period  617   —   
         
    Cash at end of period $—    $527 
         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:        
Cash paid for interest  —     —   
Cash paid for taxes  —     —   

-F3-The accompanying notes are an integral part of these unaudited condensed financial statements

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ASIA TRAINING INSTITUTE, INC.PO YUEN CULTURAL HOLDINGS (HONG KONG) CO., LTD.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD ENDED DECEMBERDecember 31, 20162017 (UNAUDITED) AND MARCH 31, 2017

(UNAUDITED)

 

NOTE 1- ORGANIZATION AND DESCRIPTION OF BUSINESSPRINCIPAL ACTIVITIES

 

Asia Training Institute, Inc.

Po Yuen Cultural Holdings (Hong Kong) Co., Ltd. a Nevada corporation, (“ATI,” “Company,” “Registrant,” “we,” “us,” or “our”) was incorporated on May 14, 2014 under the name “WeWearables, Inc.”  The Company issued 17,000,000 shares of its common stock to its founder, Thomas Chen, as consideration for the purchase of a business plan.

 

On February 12, 2016 Mr. Chen sold all 17,000,000 shares of common stock to Chien Heng “George” Chiang.  That same date, two other stockholders sold all their shares, totaling 2,000,000, to Mr. Chiang, making him the principle stockholder of the Company.

On February 12, 2016, Mr. Chiang became the sole director, President, Chief Financial Officer and Secretary of the Company, and the Company’s name was subsequently changed to Asia Training Institute, Inc.

At present, we have no operations or employees. The Company’s current business strategy is to investigate and, if such investigation warrants, acquire a target operating company or business seeking the perceived advantages of being a publicly held corporation.  The Company’s principal business objective for the next twelve months and beyond such time will be to achieve long-term growth potential through a combination with an operating business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.   However, the Company currently expects to focus on finding an operating business with significant operations in Asia

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PO YUEN CULTURAL HOLDINGS (HONG KONG) CO., LTD.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD ENDED December 31, 2017 (UNAUDITED) AND MARCH 31, 2017

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a) Basis of Accounting

(a)Basis of Presentation

 

The Company’s financial statements are prepared in conformity with U.S. generally accepted accounting principles. The Company has elected March 31 as its fiscal year end.

The accompanying unaudited interimcondensed financial statements have been prepared from the books and records of the Company have been prepared in accordance with accounting principles generally accepted in the United StatesU.S. GAAP and Rule 10-01 of America and the rules ofRegulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and should be read in conjunction with the audited financialfootnotes required by U.S. GAAP. The condensed statements and notes thereto contained in the Company’s most recent Annual Financial Statements, found in Form 10-K filed June 24, 2016. The results of operations for the interim periodnine months ended December 31, 2017 are not necessarily indicative of the results to be expected for the full year. 

(b) Cash Equivalents

For purposesyear or any future interim period. These unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2017. In the opinion of management, all adjustments considered necessary for a fair presentation of the balance sheet and statement of cash flows,results for the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

(c) Stock-Based Compensationinterim periods presented have been reflected in such condensed financial statements.

 

The Company follows ASC 718-10, Stock Compensation, which addressesmaintains its general ledger and journals with the accrual method of accounting for transactionsfinancial reporting purposes. The financial statements and notes are representations of management. Accounting policies adopted by the Company conform to U.S. GAAP and have been consistently applied in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactionsthe presentation of financial statements. The accompanying financial statements are presented in which an entity obtains employee services in share-based payment transactions.  ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions).  Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.  The Company has not adopted a stock option plan and has not granted any stock options.

(d) Use of Estimates and Assumptions

Preparation of the financial statementsU.S. dollars in conformity with accounting principles generally accepted in the United States requires managementof America and pursuant to make estimatesthe rules and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. regulations of the SEC.

(b)Net loss per common share

The Company has adopted the provisionscomplies with accounting and disclosure requirements of FASB ASC 260.

(e) Loss per Share

The basic260, “Earnings Per Share.” Net loss per common share is calculatedcomputed by dividing the Company’s net loss availableapplicable to common stockholders by the weighted average number of common shares duringoutstanding for the year. Theperiod. At December 31, 2017 and 2016, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is calculated by dividing the Company’s net loss available to common stockholders 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. Diluted loss per share are the same as basic earnings loss per common share due tofor the lack of dilutive items in the Company.period.

 

(f) Fair Value Measurements and Disclosures

(c)Use of estimates

  

ASC Topic 820 defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. 

The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability aspreparation of the measurement date. The three levels are defined as follows:

Level 1 – Inputsfinancial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – Inputs to the valuation methodology include quoted prices for similarreported amounts of assets and liabilities in active markets, and inputs that are observable fordisclosure of contingent assets and liabilities at the asset or liability, either directly or indirectly, for substantially the full termdate of the financial instrument.

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company’s adoption of fair value measurements and disclosures did not have a material impact on the financial statements and financial statement disclosuresthe reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

 

(g) Income Taxes

(d)Recently issued or adopted standards

  

Income taxes are provided in accordance with ASC 740, Income Taxes.  A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

No provision was made for Federal or State income taxes.

(h) Advertising

Advertising will be expensed in the period in which it is incurred. There have been no advertising expenses for the reporting periods presented.

(i) Recently Issued Accounting Pronouncements

The Company reviewed all recentdoes not expect the adoption of recently issued accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and they did not or are not believed by management to have a materialsignificant impact on the Company’s presentresults of operations, financial position or future financial statements.cash flow.

 

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NOTE 3 - GOING CONCERNACCRUED LIABILITIES

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As reflected in the accompanying financial statements, the Company had a negative working capital of $55,035 and an accumulated deficit of $242,833 at December 31, 2016.  As of December 31, 2016, the Company had not generated any revenue and had no committed sources of capital or financing.

As of December 31, 20162017, and March 31, 2017, the Company had cash$2,333 and $9,555 in the amountaccrued liabilities, respectively. The accrued liabilities mainly consist of $527 held in it’s corporate bank account.accrued professional fees.

 

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PO YUEN CULTURAL HOLDINGS (HONG KONG) CO., LTD..

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD ENDED December 31, 2017 (UNAUDITED) AND March 31, 2017

NOTE 4 - GOING CONCERN AND CAPITAL RESOURCES

The Company does not currently engage in any business activities that provide cash flow. During the next 12 months we anticipate incurring costs related to:

filing of Exchange Act reports,

payment of annual corporate fees, and

investigating, analyzing and consummating an acquisition.

As of December 31, 2017, the Company is attemptinghad an accumulated deficit of $276,702. Management anticipates that fees associated with filing of Exchange Act reports including accounting fees and legal fees and payment of annual corporate fees will not exceed $75,000 within next 12 months. We do not currently intend to mergeretain any entity to act as a "finder" to identify and analyze the merits of potential target businesses. Management intends to search for a business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys and does not plan to conduct a complete and exhaustive investigation and analysis of a business opportunity. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds, would be desirable. If the management can find a suitable target company, we will have to budget for additional fees relating to the investigation into the target company (including due diligence and possibly visiting the facilities) and consummating the reverse merger, which may cost between $125,000 to $150,000. We expect that the expenses for the next 12 months and beyond such time will be paid with an operatingamounts that may be loaned to or invested in us by our stockholders, management or other investors. Since we have minimal assets and will continue to incur losses due to the expenses associated with being a reporting company under the Exchange Act, we may cease business the Company’s cash position mayoperations if we do not be significant enough to support the Company’s daily operations.  While the Company believes in the viability of its strategy to merge with an operatingtimely consummate a business and in its ability to raise additional funds, there can be no assurances to that effect.  The Company’scombination.

Currently, our ability to continue as a going concern is dependent upon itsour ability to achieve its objective generate future profitable operations and/or to obtain adequate financing.

Mr. Chiang is currently advancing the company fundsnecessary financing to cover any expenses incurred by the Companymeet our obligations and anticipates that he will continue to do so in order to keep the Company current with it’s SEC filings and other required compliance.

The financial statements do not include any adjustments that might be necessary if the Company is unablerepay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern.concern is also dependent upon our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances. However, there is no assurance of additional funding being available.

 

Our independent accountants have included an explanatory paragraph in their opinion on our financial statements as of and for the year ended March 31, 2017 that states that the Company’s lack of revenues and financial resources, among other conditions, raise substantial doubt about our ability to continue as a going concern.   

NOTE 45 - ACCRUED EXPENSESLOANS FROM OFFICERS AND DIRECTORS

 

Accrued expenses totaled $2,554 and $11,434 at

For the nine months ended December 31, 20162017, the Company’s former sole director, officer and March 31, 2016, respectively andprincipal stockholder, Mr. Chiang, paid Company expenses totaling $20,925 from personal funds. These expenses consisted primarily of professional fees.As a condition of closing the change in control, and as reported in the Form 8-K filed October 23, 2017, Mr. Chiang released the Company from any and all existing claims, settled various liabilities of the Company and indemnified Buyer and the Company from liabilities arising out of any breach of any representation, warranty, covenant or obligation of Chiang.

 

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NOTE 56 - STOCKHOLDERS’ EQUITYCOMMON STOCK TRANSACTIONS

 

The Company is authorized to issue 150,000,000500,000,000 shares of common stock and 25,000,000 shares of preferred stock. The Company issued 17,000,000 shares of its common stock to its former president and chief executive officer as founder shares.  The Company issued 3,050,000 shares of its common stock for services with a value attributed to them of $20,000.

 

In January 2015, the Company completed a public offering whereby it sold 362,000 shares of common stock at $0.10 per share for total gross proceeds of $36,200.

 

On February 12, 2016 Mr. Chen sold all 17,000,000 of his shares of common stock to Mr. Chiang.  That same date, two other stockholders sold all of their shares, totaling 2,000,000, to Mr. Chiang, making him the principle stockholder of the Company.Chiang.

 

On February 16, 2016, the Company’s transfer agent canceled 1,000,000 shares of common stock previously outstanding at the request of the previous stockholder.  At December 31 2016and March 31, 2017 there were 19,412,000 shares of common stock issued and outstanding.

 

NOTE 6 - RELATED PARTY TRANSACTIONSOn October 18, 2017, and as reported on Form 8K filed on October 23, 2017, Mr. Chiang sold to Peter Tong all 19,000,000 shares of the Company’s restricted common stock. The sale was the result of a privately negotiated transaction without the use of public dissemination of promotional or sales materials. The buyer represented that it was an accredited investor and as such could bear the risk of such investment for an indefinite period of time and to afford a complete loss thereof.

 

ForOn November 22, 2017, the nine months ended December 31, 2016,controlling shareholder of the Company, Peter H. Tong sold to certain individuals a total of 17,670,000 shares of the Company’s sole director, officer and principal stockholder,restricted common stock which had previously been issued to Mr. Chiang, paid Company expenses totaling $53,007 from personal funds. These expenses consisted primarilyTong. The purchaser, Cheuk Yi Cheung, owns 16,359,000 shares of professional fees and filing fees. Mr. Chiang expects to be reimbursed bycommon stock of the Company for such payments, which reimbursement will be interest freeas a result of the transaction and due upon demand.becomes the controlling shareholder. The other purchasers, Kwok Yuen Luk and Kai Chi To owns 741,000 and 570,000 shares of common stock of the Company respectively as a result of the transaction.

NOTE 7 - SUBSEQUENT EVENTS

 

-F5-

In accordance with ASC 855, the Company has analyzed its operations from December 31, 2017 through February 14, 2018, and has determined that it does not have any material subsequent events to disclose in these financial statements.

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

 

Forward Looking Statements

The information contained in this quarterly reportThis Quarterly Report on Form 10-Q (this “Form 10-Q”) is intendedincludes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to updateknown and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the information containednegative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2016 and presumes readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K.2017, as filed on June 29, 2017. The following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Form 10-Q.

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this Form 10-Q. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Annual Report on Form 10-K for the year ended March 31, 2016 in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this Form 10-Q. The following should also be read in conjunction with the unaudited consolidated financial statementsour Financial Statements and notesrelated Notes thereto that appearincluded elsewhere in this Form 10-Q.report.

 

Company Overview

 

Asia Training Institute, Inc.Po Yuen Cultural Holdings (Hong Kong) Co., a Nevada corporation, (“ATI,” “Company,” “Registrant,” “we,” “us,” or “our”Ltd. (the “Company”) was incorporated in the State of Nevada on May 14, 2014 under the name “WeWearables, Inc.”. Our principal executive offices are located at Room A, 16/F, Winbase Centre, 208 Queen’s Road Central Hong Kong. Our phone number is 852-2350-1928.

 

The Company does not currently have an operating business and has limited financial resources. The Company has not established a source of equity or debt financing. Mr. Chiang is currently advancing the company funds to cover any expenses incurred by the Company and anticipates that he will continue to do so in order to keep the Company current with it’s SEC filings and other required compliance.

 

Our financial statements include a note emphasizing the uncertainty of our ability to remain as a going concern.

 

The Company has determined to change its business focus from marketing and distribution for the next generation of wearable health and wellness devices as previously described in the Company’s filings with the SEC. The Company’s current business strategy is to investigate and, if such investigation warrants, acquire a target operating company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next twelve months and beyond such time will be to achieve long-term growth potential through a combination with an operating business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. However, the Company currently expects to focus on finding an operating business with significant operations in Asia.

Operating Expenses

 

Recently Issued Accounting Pronouncements

Refer to the notes to the financial statements for a complete description of recent accounting standards which we have not yet been required to implement and may be applicable to our operation, as well as those significant accounting standards that have been adopted during the current year.

Critical Accounting Policies

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. On an ongoing basis, we evaluate our estimates which are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions. The following accounting policies require significant management judgments and estimates. 

We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will not differ from these estimates.

Results of Operations

Three Months Ending December 31, 2016 and December 31, 2015

Development, General and Administrative Expenses:

General and administrative expenses were $8,801 and $7,955 forDuring the three months ended December 31 2017 and 2016, (“Q3 2016”)we have incurred $9,556 and $8,801 in expenses, respectively, primarily consisting of professional fees associated with the SEC filings.

During the nine months ended December 31, 2017 and 2016, we have incurred $21,204 and $43,600 in expenses, respectively, primarily consisting of professional fees associated with the SEC filings.

Going Concern

Our independent accountants have included an explanatory paragraph in their opinion on our financial statements as of and for the year ended March 31, 2017 that states that the Company’s lack of revenues and financial resources, among other conditions, raise substantial doubt about our ability to continue as a going concern.   

The Company does not currently engage in any business activities that provide cash flow. During the next 12 months we anticipate incurring costs related to:

filing of Exchange Act reports,  
payment of annual corporate fees, and  
investigating, analyzing and consummating an acquisition.

As of December 31, 2017, the Company has an accumulated deficit of $276,702. Management anticipates that fees associated with the filing of Exchange Act reports including accounting fees, legal fees and the payment of annual corporate fees will not exceed $75,000 during the next 12 months. We do not currently intend to retain any entity to act as a “finder” to identify and analyze the merits of potential target businesses. Management intends to search for a business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys and does not plan to conduct a complete and exhaustive investigation and analysis of a business opportunity. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds, would be desirable. If management can find a suitable target company, we will have to budget for additional fees relating to the investigation into the target company (including due diligence and possibly visiting the facilities) and consummating the reverse merger, which may cost between $125,000 to $150,000. We expect that the expenses for the next 12 months and beyond will be paid with amounts that may be loaned to or invested in us by our stockholders, management or other investors. Since we have minimal assets and will continue to incur losses due to the expenses associated with being a reporting company under the Exchange Act, we may cease business operations if we do not timely consummate a business combination. 

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We suffered recurring losses from operations and have an accumulated deficit of $276,702 as of December 31, 2017, currently, we are a non-operating public company. We currently are seeking to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction with one or more operating businesses or assets that we have not yet identified. In the event we use all of our cash resources, certain members of management and shareholders have indicated their willingness to loan us funds at the prevailing market rate, assuming we find a suitable candidate for an acquisition, until such acquisition is consummated. Even though this is their current intention, they have made no firm commitment and it is at their sole discretion whether or not to fund us. In the event they do not fund us and we are not able to find outside investors, we will not have the funds necessary to operate and will have to dissolve.

Currently, our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent upon our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances. However, there is no assurance of additional funding being available.

The Company may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may affect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization.

The Company anticipates that the selection of a business combination will be complex and extremely risky. Our potential merger targets are firms seeking either the benefits of a business combination with an SEC reporting company and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. While a private operating company may achieve the same benefits by filing its own Exchange Act registration statement, such benefits can be achieved at a potentially faster rate with limited regulatory review through the completion of a business combination with a public reporting company. A potentially available business combination may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. The time required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty.

In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. There are numerous blank check companies that have gone public in the United States that have significant financial resources, that are seeking to carry out a business plan similar to our business plan. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors.

Liquidity and Capital Resources

As of December 31, 2017, our total assets were $0 and our total liabilities were $88,903, comprised of accrued expenses and due to related parties.

Stockholders’ deficit increased from $(67,699) as of March 31, 2017 to $(88,903) as of December 31, 2017.

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Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the nine months ended December 31, 2017 and December 31, 2015 (“Q3 2015”), respectively. The expenses for Q3 2016, consisted primarilynet cash flows used in operating activities were $(28,426) and $(52,480) respectively, consisting of $8,676 for professional fees. For Q3 2015, the expenses consisted primarily of $7,100 for professional fees. The increasenet losses in generalboth periods and administrative expenses consisted primarily of an increasea change in transfer agent fees.

Nine Months Ending December 31, 2016 and December 31, 2015

Development, General and Administrative Expenses:

Development, general and administrative expenses were $43,600 and $61,251accounts payable for the nine months ended December 31, 20162017.

Cash Flows from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and December 31, 2015, respectively.  The expenses fordebt instruments. For the nine months ended December 31, 2017 and 2016, consisted primarilynet cash from financing activities was $27,809 and $53,007, respectively, consisting of $42,628 for professional fees. The expenses forloans from former directors.  As a condition of closing the nine months ended December 31, 2015 consisted primarilyrecent change in control transaction, and as reported in the Form 8-K filed October 23, 2017, the Company’s former sole officer and director, Chien Heng Chiang released the Company from any and all existing claims, settled various liabilities of $15,000 for website developmentthe Company and $41,539 for professional fees.indemnified the Buyer and the Company from liabilities arising out of any breach of any representation, warranty, covenant or obligation of Chiang.

 

Interest Expense:

Interest expense was $0 for the nine months ended December 31, 2016 and $524 for the nine months ended December 31, 2015, respectively. The reduction in interest expense was as a result of a related-party loan being repaid at the end of April 2015.

Liquidity and Capital Resources

The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the nine months ended December 31, 2016 and 2015:

  

 

Nine Months Ended

December 31, 2016

 

 

 

Nine Months Ended

December 31, 2015

 

Operating Activities$ 527$  (16,307)
Financing Activities   -   (110,000)
Net Effect on Cash$ 527$  (126,307)

No cash was used in investing activities during either the nine months ended December 31, 2016 or the same period of the prior year. The Company does not currently have adequate financial resources to maintain its operations. The Company will need to seek working capital through loans or sales of common stock. Until such time as we acquire an operating business, our principal stockholder will likely be our principal source of funding. Our financial statements as of and for the nine months ended December 31, 2016 include a “going concern” footnote contingent on us to be able to raise working capital to maintain our operations as we seek an operating company.

Off-Balance Sheet Arrangements

 

We have nonot entered into any off-balance sheet arrangements as definedthat have or are reasonably likely to have a current or future effect on our financial condition, changes in Item 303(a)(4)(ii)financial condition, revenues or expenses, results of Regulation S-K, obligations under any guarantee contractsoperations, liquidity, capital expenditures or contingent obligations. We also have no other commitments, other than the costs of being a public company, which will increase our operating costs or cash requirements in the future.capital resources and would be considered material to investors.

 

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ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

 

Not applicable. 

ITEM 4

 CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management (our President and Chief Financial Officer (principal executive officer and principal financial officer)), evaluated the effectivenessBased on an evaluation of the design and operation of ourCompany’s disclosure controls and procedures (as defined in Rules 13a-15(e) orand 15d-15(e) underof the Securities Exchange Act), as of December 31, 2016. Based on that evaluation, our President2017, the Company’s Interim Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial and accounting officer) has concluded as of December 31, 2016, that ourthe Company’s disclosure controls and procedures arewere not effective at a reasonable assurance levellevel.

Limitations on the Effectiveness of Controls

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. Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance that the controls and procedures will meet their objectives.  However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.objectives.

  

Changes in Internal Control Over Financial Reporting

 

There hashave not been any changechanges in the Company’s internal controlcontrols over financial reporting as defined in Rules 13a-15(f) or 15d-15(f) underthat occurred during the Securities Exchange Act, during theCompany’s fiscal quarter ended December 31, 20162017 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

 

ITEM 1 LEGAL PROCEEDINGS

 

There are not presently any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

None.

  

ITEM 1A RISK FACTORS

 

We discuss in our Annual Report on Form 10-K various risks that may materially affect our business. For the first nine months of our calender year, there were no material changesare a smaller reporting company and, therefore, we are not required to those risk factors.provide information required by this Item.

 

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES

 

On February 12, 2016 Mr. Chen sold all 17,000,000 shares of common stock to Chien Heng “George” Chiang.  That same date, two other stockholders sold all their shares, totaling 2,000,000, to Mr. Chiang, making him the principle stockholder of the Company.

None.

 

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4 MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5 OTHER INFORMATION

 

None.

None

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ITEM 6 EXHIBITS

 

Exhibit No.Number

 

Description

3.131.1* Amended and Restated ArticlesCertification of Incorporation (1)Chief Executive Officer Pursuant to Sarbanes-Oxley Section 302
   
3.231.2* By-laws (1)Certification of Chief Financial Officer Pursuant to Sarbanes-Oxley Section 302
   
3132.1** Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-Q for the period ended December 31, 2016 (2)
32Certification of the Company’s Principal Executive and Principal Financial Officer pursuant toPursuant To 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (2)
101.INSXBRL Instance Document (3)
101.SCHXBRL Taxonomy Extension Schema (3)
101.CALXBRL Taxonomy Extension Calculation Linkbase (3)
101.DEFXBRL Taxonomy Extension Definition Linkbase (3)
��
101.LABXBRL Taxonomy Extension Label Linkbase (3)
101.PREXBRL Taxonomy Extension Presentation Linkbase (3)

 

(1)Filed as an exhibit to the Company's Registration Statement on Form S-1, as filed with the SEC on December 10, 2014 and incorporated herein by this reference.
(2)Filed herewith.
(3)Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

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SIGNATURES

 

SIGNATURES

In accordance withPursuant to the requirements of the Securities Exchange Act of 1934, the Registrantregistrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 ASIA TRAINING INSTITUTE, INC.PO YUEN CULTURAL HOLDINGS (HONG KONG) CO., LTD. 
    
Dated: February 10, 201714, 2018By:  /s/ Chien Heng ChiangKwok Yuen Luk 
 Name:Chien Heng ChiangKwok Yuen Luk 
 Title:President and Chief FinancialExecutive Officer, (Principal FinancialExecutive Officer) 

 

 

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