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EX-32 - EXHIBIT 32.1 - Race World International, Inc.exhibit_321.htm
EX-31 - EXHIBIIT 31.1 - Race World International, Inc.exhibit_311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

Amendment No. 1

 

þ  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2011

 

o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

 

For the transition period from _________ to _________

 

Commission File Number: 000-53909

 

RACE WORLD INTERNATIONAL, INC.

(Name of Small Business Issuer in its charter)

 

Nevada

20-872068

(state or other jurisdiction of incorporation or organization)

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

 

 

252 Dongen East Street

Kuiwen District, Weifang, Shandong, China

261041

(Address of principal executive offices)

(Zip Code)


15906367765

(Registrant’s telephone number, including area code)

 

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

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 definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  (Check one):


Large accelerated filer o      Accelerated filer o     Non-accelerated filer o     Smaller reporting company þ

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes    þ     No   o 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

As of August 10, 2011 the registrant had 46,200,000 shares of common stock outstanding.

 


                
             

 

Race World International, Inc.


EXPLANATORY NOTE

 

 

Table of Contents

PART I - FINANCIAL INFORMATION

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

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS.

ITEM 4.  CONTROL AND PROCEDURES

ITEM 4T.  CONTROL AND PROCEDURES.

PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

ITEM 5.  OTHER INFORMATION.

ITEM 6.  EXHIBITS.










2

                
             




PART I - FINANCIAL INFORMATION


Race World International Inc.

 

(A Development Stage Company)

 

 

 

 

 

June 30, 2011

 

 

 

 

Index

 

 

Balance Sheet (Unaudited)

F-1

 

 

Statement of Operations and Other Comprehensive Loss (Unaudited)

F-2

 

 

Statement of Cash Flows (Unaudited)

F-3

 

 

Notes to the Unaudited Financial Statements

F-4






3

                
             



RACE WORLD INTERNATIONAL, Inc.

(A Development Stage Company)

 

 

 

 

 

 

 

 

 

 

UNAUDITED  BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2011

 

December 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash at Bank

 

 

 

$

8,029

$

-    

Refundable Taxes

 

 

 

 

2,503

 

396

TOTAL CURRENT ASSETS

 

 

$

10,532

$

396

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT  LIABILITIES

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

27,384

$

27,384

Loans from Related Party

 

 

 

126,782

 

108,952    

TOTAL CURRENT LIABILITIES

 

 

$

154,166

$

136,336

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS'  EQUITY ( DEFICIT )

 

 

 

 

 

Capital stock

 

 

 

 

 

 

 

Authorized

 

 

 

 

 

 

 

       20,000,000 shares of preferred stock, $0.001 par value,

 

 

 

 

      50,000,000 shares of common stock, $0.001 par value,

 

 

 

 

Issued and outstanding

 

 

 

 

 

 

       46,200,000 common shares

 

 

$

46,200

$

46,200

      Additional Paid in Capital

 

 

 

215,631

 

215,631

Deficit accumulated during the development stage

 

(405,465)

 

(397,771)

TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)

 

 

 

 

 

$

(143,634)

$

(135,940)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)

 

 

 

 

 

$

10,532

$

396

 

 

 

 

 

 

 

 

 

 

 

                                                                                          The accompanying notes are an integral part of these financial statements




F-1

                
             

 



RACE WORLD INTERNATIONAL, Inc.

(A Development Stage Company)

 

 

 

 

 

 

 

 

 

 

 

UNAUDITED INTERIM  STATEMENTS OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative results

 

 

Three months

 

Three months

 

Six months

 

Six months

 

from inception

 

 

ended

 

ended

 

ended

 

ended

 

(December 29, 2006) to

 

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

-    

$

-    

$

-    

$

-    

$

14,073

Total Revenues

$

-    

$

-    

$

-    

$

-    

$

14,073

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Office and general

$

11,396

$

26,435

$

13,367

$

50,146

$

244,744

Professional Fees

 

(11,310)

 

12,977

 

(5,673)

 

28,592

 

166,418

Total Expenses

$

86

$

39,412

$

7,694

$

78,738

$

411,162

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

$

(86)

$

(39,412)

$

(7,694)

$

(78,738)

$

(397,089)

 

 

 

 

 

 

 

 

 

 

 

Loss on Sale of Assets

$

-    

$

-    

$

-    

$

-    

$

(8,376)

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

$

(86)

$

(39,412)

$

(7,694)

$

(78,738)

$

(405,465)

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER COMMON SHARE

 

 

 

 

 

 

 

 

 

 

$

-    

$

-    

$

-    

$

-    

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

46,200,000

$

46,200,000

$

46,200,000

$

46,200,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements




F-2

                
             

 



RACE WORLD INTERNATIONAL, Inc.

(A Development Stage Company)

 

 

 

 

 

 

 

 

 

 

 

 

UNAUDITED INTERIM  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

From inception (December 29, 2006) to June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

Common Stock

 

 

 

 

 

accumulated

 

 

 

 

 

Additional

 

Share

 

during the

 

 

 

Number of

 

 

 

Paid-in

 

Subscriptions

 

development

 

 

 

shares

 

Amount

 

Capital

 

Receivable

 

stage

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Issue of common stock for

 

 

 

 

 

 

 

 

 

 

 

cash on December 29, 2006

19,700,000

$

19,700

$

78,800

$

-

$

-    

$

98,500

 

 

 

 

 

 

 

 

 

 

 

 

Issue of common stock for

 

 

 

 

 

 

 

 

 

 

 

cash on August 9, 2007

26,200,000

 

26,200

 

107,131

 

-    

 

-    

 

133,331

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

 

 

 

 

 

 

 

 

 

 

 

ended December 31, 2007

 

 

-    

 

-    

 

-    

 

(21,508)

 

(21,508)

Balance,

 

 

 

 

 

 

 

 

 

 

 

December 31, 2007

45,900,000

$

45,900

$

185,931

$

-    

$

(21,508)

$

210,323

 

 

 

 

 

 

 

 

 

 

 

 

Issue of common stock for

 

 

 

 

 

 

 

 

 

 

 

cash on August 19 ,2008

300,000

 

300

 

29,700

 

-    

 

-    

 

30,000

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year

 

 

 

 

 

 

 

 

 

 

 

ended December 31, 2008

-    

 

-    

 

-    

 

-    

 

(135,649)

 

(135,649)

Balance,

 

 

 

 

 

 

 

 

 

 

 

December 31, 2008

46,200,000

$

46,200

$

215,631

$

-    

$

(157,157)

$

104,674

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year

 

 

 

 

 

 

 

 

 

 

 

ended December 31, 2009

-    

 

-    

 

-    

 

-    

 

(46,152)

 

(46,152)

Balance,

 

 

 

 

 

 

 

 

 

 

 

December 31, 2009

46,200,000

$

46,200

$

215,631

$

-    

$

(203,309)

$

58,522

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year

 

 

 

 

 

 

 

 

 

 

 

ended December 31, 2010

-    

 

-    

 

-    

 

-    

 

(194,462)

 

(194,462)

Balance,

 

 

 

 

 

 

 

 

 

 

 

December 31, 2010

46,200,000

$

46,200

$

215,631

$

-    

$

(397,771)

$

(135,940)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the 6 months

 

 

 

 

 

 

 

 

 

 

 

ended June 30, 2011

-    

 

-    

 

-    

 

-    

 

(7,694)

 

(7,694)

Balance,

 

 

 

 

 

 

 

 

 

 

 

June 30, 2011

46,200,000

$

46,200

$

215,631

$

-    

$

(405,465)

$

(143,634)

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

F-3

                
             

 

RACE WORLD INTERNATIONAL, Inc.

(A Development Stage Company)

 

UNAUDITED INTERIM  STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

Six months

 

Six months

 

December 29, 2006

 

 

 

 

 

 

ended

 

ended

 

(date of inception) to

 

 

 

 

 

 

June 30, 2011

 

June 30, 2010

 

June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

$

(7,694)

$

(78,738)

$

(405,465)

 

Adjustment to reconcile net loss to net cash

 

 

 

 

 

 

 

used in operating activities

 

 

 

 

 

 

 

 

Loss on sale of race vehicle

 

 

 

 

 

 

8,376

 

Depreciation

 

 

 

 

 

1,625

 

6,624

 

(Increase) decrease in Refundable Taxes

 

(2,107)

 

1,087

 

(2,503)

 

Increase (decrease) in accrued expenses

$

-

$

32,288

$

136,336

 

 

 

 

 

 

 

 

 

 

 

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

 

 

 

 

 

 

$

(9,801)

$

(43,738)

$

(256,632)

 

 

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

Promissory Note receivable (Note 3)

 

-    

 

-    

 

(95,000)

NET CASH PROVIDED BY INVESTING ACTIVITIES

 

 

 

 

 

 

$

-    

$

-    

$

(95,000)

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

Proceeds from sale of common stock

 

-    

 

-    

 

261,831

 

Advances from shareholders

 

 

17,830

 

366,069

 

97,830

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

 

 

 

 

$

-    

$

366,069

$

359,661

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE ( DECREASE) IN CASH

$

8,029

$

322,331

$

8,029

 

 

 

 

 

 

 

 

 

 

 

CASH, BEGINNING OF PERIOD

 

$

-    

$

1,874

$

-    

 

 

 

 

 

 

 

 

 

 

 

CASH, END OF PERIOD

 

 

$

8,029

$

324,205

$

8,029

 

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information and noncash financing activities:

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

 

 

Interest

 

 

 

$

-    

$

-    

$

21

Non-cash events:

 

 

 

 

 

 

 

 

 

Proceeds from property & equipment

 

 

 

 

 

 

 

offset against advances from shareholders

$

-    

$

-    

$

80,000

 

Promissory note receivable

 

$

-    

$

-    

$

95,000

 

Purchase of property and equipment

$

-    

$

-    

$

(95,000)

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements




F-4

                
             

 




RACE WORLD INTERNATIONAL, Inc.

(A Development Stage Enterprise)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

 

June 30, 2011

 

NOTE 1 -ORGANIZATION AND DEVELOPMENT STAGE ACTIVITIES

 

The company was incorporated under the laws of the State of Nevada on December 29, 2006.  The company purpose in the Articles of Incorporation is to engage in any lawful activity or activities in the State of Nevada and throughout the world.  The Company has no cash flows from operations.  The Company is currently exploring possible mergers/acquisitions of operating entities.  Such mergers/acquisitions may not be available or may not be available on reasonable terms.  The resolution of this going concern issue is dependent on the realization of management’s plans.  If management is unsuccessful in merging/acquiring operating entities, the Company will be required to liquidate assets and curtail or possibly cease operations.

 

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

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

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

 

Cash and cash equivalents

The Company considers all short-term investments, including investments in certificates of deposit, with a maturity date at purchases of three months or less to be cash equivalents.

 

Revenue recognition

Revenue is recognized on the sale and transfer of goods and services.

 

Foreign currencies

The functional currency of the Company is the United States dollar.  Transactions in foreign currencies are translated into United States dollars at the rates in effect on the transaction date.  Exchange gains or losses arising on translation or settlement of foreign currency denomination monetary items are included in the statement of operations.

 

Financial instruments

The Company’s financial instruments consist of cash, refundable taxes, and accounts payable and accrued liabilities, and loans from a related party.

Management is of the opinion that the Company is not subject to significant interest, currency or credit risks on the financial instruments included in these financial statements.  The fair market values of these financial instruments approximate their carrying values.  

 

Income Taxes

The Company follows the asset and liability method of accounting for income taxes.  Under this method, current taxes are recognized for the estimated income taxes payable for the current period.

Deferred income taxes are provided based on the estimated future tax effects of temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases as well as the benefit of losses available to be carried forward to future years for tax purposes.

Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be covered or settled.  The effect of deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.  A valuation allowance is recorded for deferred tax assets when it is more likely than not that such deferred tax assets will not be realized.



F-5

                
             

 



RACE WORLD INTERNATIONAL, Inc.

(A Development Stage Company)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

 

June 30, 2011

 

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Net Loss per Share

Basic loss per share is computed by dividing loss for the period available to common stockholders by the weighted average number of common stock outstanding during the period.

 

Recent Accounting Pronouncements

The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement.

 

NOTE 3 - PROMISSORY NOTE RECEIVABLE – RELATED PARTY

 

On August 15th, 2007 the Company issued a note receivable in the amount of $205,000 which pays monthly interest of 0.5% per month and carries an effective annual interest rate of 6.17%.  The capital of $205,000 is payable upon demand and is due from JPI Project Management Inc., a related company.  JPI is owned solely by the former President’s spouse.  

On December 31, 2007 a demand of $10,000 was made on the original $205,000 note, reducing it to its ending December 31, 2007 balance of $195,000.  The $10,000 payment was made on behalf of the company by JPI to reduce the shareholder’s loan account.  Interest payments due from September to December 2007 were also made through payments on behalf of the company by JPI to reduce the outstanding shareholder’s loan.  

On March 31, 2008 a demand of $10,000 was made on the original $205,000 note, reducing it to its ending March 31, 2008 balance of $185,000.  The $10,000 payment was made on behalf of the company by JPI to reduce the shareholder’s loan account.  Interest payments due from January to March 2008 were also made through payments on behalf of the company by JPI to reduce the outstanding shareholder’s loan.  On June 30, 2008 a demand of $35,000 was made on the remaining $185,000 note, reducing it to its June 30, 2008 balance of $150,000.  The $35,000 payment was made on behalf of RWI by JPI to reduce the shareholder’s loan account.  Interest payments due April to June 2008 were also made through payments on behalf of RWI by JPI to reduce the outstanding shareholder’s loan.

On June 30, 2008 a demand of $35,000 was made on the remaining $185,000 note, reducing it to its June 30, 2008 balance of $150,000.  The $35,000 payment was made on behalf of the company by JPI to reduce the shareholder’s loan account.  Interest payments due April to June 2008 were also made through payments on behalf of the company by JPI to reduce the outstanding shareholder’s loan.

On July 1, 2008 a demand of $100,000 was made on the remaining $150,000 note, reducing it to its July 1, 2008 balance of $50,000.  A $5,000 payment was made on behalf of the company by JPI to reduce the shareholder’s loan account, while the other $95,000 payment was made on behalf of the company for the purchase of a 1988 Formula Atlantic Swift DB4 race car, spare parts, and team support vehicle.  The $95,000 purchase price was subjected to an appraisal by an approved auto specialist.

On September 30, 2008 a demand of $30,000 was made on the remaining $50,000 note, reducing it to its September 30, 2008 balance of $20,000.  The $20,000 payment was made on behalf of the company by JPI to reduce the shareholder’s loan account.  

On December 31, 2008 a demand of $20,000 was made on the remaining $20,000 note for payment in full.  The $20,000 payment was made on behalf of the company by JPI to reduce the shareholder’s loan account.  Interest payments were also made through payments on behalf of the company by JPI to reduce the shareholder’s loan account.

 

NOTE 4 – STOCKHOLDERS' EQUITY

 

On December 29, 2006, the Company completed a private placement offering of 19,700,000 common shares to its officers and directors for $98,500.

On August 9, 2007, the Company completed a private placement offering of 26,200,000 common shares to its remaining founders for $133,331.

On August 19, 2008, the Company completed a private placement offering of 300,000 common shares to new subscribers for net proceeds of $30,000.



F-6

                
             

 


RACE WORLD INTERNATIONAL, Inc.

(A Development Stage Company)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

June 30, 2011


NOTE 5 – RELATED PARTY TRANSACTIONS

As of June 30, 2011, total advances from a party related to the director of the Company were $126,782. The amount is unsecured, non-interest bearing and is due on demand.

 

NOTE 6 - INCOME TAXES

 

June 30, 2011            December 31, 2010

 


405,465                                               397,771

35%                                                   35%

141,913                                              139,220

   (141,913)                                          (139,220)

$        0                                               $       0

 

Management believes that it is not more likely than not that it will create sufficient taxable income sufficient to realize its deferred tax assets.  It is reasonably possible these estimates could change due to future income and the timing and manner of the reversal of deferred tax liabilities.  Due to its losses, the Company has no income tax expense

 

The Company has computed its June 30, 2011 operating loss carry-forwards for income tax purposes to be approximately $7,694 and its cumulative losses from inception to be $405,465.



F-7

                
             



ITEM 2.  Management Discussion and Analysis of Financial Condition and Results of Operations.  


Safe Harbor Statement


This report on Form 10-Q contains certain forward-looking statements.  All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.


These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs, and risk of declining revenues.  Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors.  These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements.  The following discusses our financial condition and results of operations based upon our consolidated financial statements which have been prepared in conformity with accounting principles generally accepted in the United States.  It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.


The following discussion should be read in conjunction with our consolidated financial statements, including the notes thereto, appearing elsewhere in this Form 10-Q.  The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.


Overview


We were incorporated pursuant to the laws of the State of Nevada on December 29, 2006 under the name Race World International, Inc. Race World was formed to develop and operate a motorsports theme park.


Liquidity and Capital Resources


As of June 30, 2011, we had cash and cash equivalents of $8,029 and a working capital deficiency of $146,634.  As of June 30, 2011 our accumulated deficit was $405,465.  For the six months ended June 30, 2011 our net loss was $7,694 compared to $78,738 during the same period in 2010.  This decrease was due mostly to lower office and general fees and professional fees.


Our loss was funded by proceeds from shareholder loans and from the sale of our common stock.  During the six months ended June 30, 2011, we received $17,830 from a shareholder and our cash position increased by $8,029.  


We used net cash of $9,801 in operating activities for the six months ended June 30, 2011 compared to using net cash of $43,738 in operating activities for the same period in 2010.  We did not use any money in investing activities for the six months ended June 30, 2011 nor did we use any money for investing activities during the same period in 2010.  


During the six months ended June 30, 2011 our monthly cash requirement was approximately $1,338, compared to approximately $7,290 for the same period in 2010.


These financial statements have been prepared on the assumption that we are a going concern, meaning we will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations.  Different bases of measurement may be appropriate when a company is not expected to continue operations for the foreseeable future.  Our continuation as a going concern is dependent upon our ability to attain profitable operations and generate funds there-from, and/or raise equity capital or borrowings sufficient to meet current and future obligations.  Management plans to raise equity financings over the next twelve months to finance operations.  There is no guarantee that we will be able to complete any of these objectives.  We have incurred losses from operations since inception and at June 30, 2011, have a working capital deficiency and an accumulated deficit that creates substantial doubt about our ability to continue as a going concern.


Results of Operations for the three months ended June 30, 2011 compared to the three months ended June 30, 2010 and from inception to June 30, 2011.


Limited Revenues


Since our inception on December 29, 2006 to June 30, 2011, we have earned limited revenue of $14,073.  As of June 30, 2011, we have an accumulated deficit of $405,465 and we did not earn any revenues during the three months ending on June 30, 2011.  At this time, our ability to generate any significant revenues continues to be uncertain.  Our financial statements contain an additional explanatory paragraph in Note 2, which identifies issues that raise substantial doubt about our ability to continue as a going concern.  Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.


Net Loss


We incurred a net loss of $86 for the three months ended June 30, 2011, compared to a net loss of $39,412 for the same period in 2010.  This decrease in net loss is mostly due to lower office and general fees and professional fees.  From inception on December 29, 2006 to June 30, 2011, we have incurred a net loss of $405,465.  Our basic and diluted loss per share was $0.00 for the three months ended June 30, 2011, and $0.00 for the same period in 2010.  




4

                
             



Expenses


Our total operating expenses decreased from $39,412 to $86 for the three months ended June 30, 2011 compared to the same period in 2010.  This decrease in expenses is mostly due to office and general fees.  Since our inception on December 29, 2006 to June 30, 2011, we have incurred total operating expenses of $411,162.


Our professional fees, consisting primarily of legal, accounting and auditing fees, where $(11,310) for the three months ended June 30, 2011 compared to $12,977 for the same period in 2010.  Since our inception on December 29, 2006 until June 30, 2011 we have spent $166,418 on professional fees.


Our office and general fees decreased $15,038 from $26,435 to $11,397 for the three months ended June 30, 2011 compared to the same period in 2010.  Since our inception on December 29, 2006 until June 30, 2011 we have spent $244,744 on office and general fees.



Results of Operations for the six months ended June 30, 2011 compared to the six months ended June 30, 2010


Limited Revenues


We did not earn any revenues during the six months ending on June 30, 2011, no did we earn any revenues earned during the same period in 2010.  At this time, our ability to generate any significant revenues continues to be uncertain.


Net Loss


We incurred a net loss of $7,694 for the six months ended June 30, 2011, compared to a net loss of $78,738 for the same period in 2010.  This decrease in net loss is mostly due to lower office and general and professional fees.  Our basic and diluted loss per share was $0.00 for the six months ended June 30, 2011, and $0.00 for the same period in 2010.  


Expenses


Our total operating expenses decreased from $78,738 to $7,694 for the six months ended June 30, 2011 compared to the same period in 2010.  This decrease in expenses is mostly due to lower office and general and professional fees.


Our professional fees, consisting primarily of legal, accounting and auditing fees, where $(5,673) for the six months ended June 30, 2011 compared to $28,592 for the same period in 2010.  


Our office and general fees decreased $36,779 from $50,146 to $13,367 for the six months ended June 30, 2011 compared to the same period in 2010.  




5

                
             



Inflation


The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position.  The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.


Off-Balance Sheet Arrangements


As of June 30, 2011, we had no off-balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.


ITEM 3.  Quantitative and Qualitative Disclosure About Market Risks.


Not applicable.


ITEM 4.  Control and Procedures


Not applicable


ITEM 4T.  Control and Procedures.


Management's Report on Internal Control over Financial Reporting.


Our Internal control over financial reporting is a process that, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, was designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our trustees; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that our controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


As management, it is our responsibility to establish and maintain adequate internal control over financial reporting.  As of June 30, 2011, under the supervision and with the participation of our management, including our Chief Executive Officer, we evaluated the effectiveness of our internal control over financial reporting using criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission

("COSO").  Based on our evaluation, we concluded that the Company maintained effective internal control over financial reporting as of June 30, 2011, based on criteria established in the Internal Control Integrated Framework issued by the COSO.


This quarterly report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the company's registered public accounting firm pursuant

to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this quarterly report.


Evaluation of disclosure controls and procedures.  


As of June 30, 2011, the Company's chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act.  Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the date of filing this annual report applicable for the period covered by this report.


Changes in internal controls.  


During the period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

6

                
             

 

PART II – OTHER INFORMATION


ITEM 1.  Legal Proceedings.


As of August 10, 2011 there are no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we or any of our subsidiaries are a party or of which any of our properties is the subject.  Also, our management is not aware of any legal proceedings contemplated by any governmental authority against us.


ITEM 2.  Unregistered Sales of Equity Securities.


None.


ITEM 3.  Defaults Upon Senior Securities.


None.


ITEM 4.  Submission of Matters to a Vote of Security Holders.


None.


ITEM 5.  Other Information.


None.

7

                
             

ITEM 6.  Exhibits.


Number

 

Description

 

 

 

31.1

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
101.INS XBRL Instance Document
  
101.SCH XBRL Taxonomy Extension Schema
   
101.CAL XBRL Taxonomy Extension Calculation Linkbase
  
101.LAB XBRL Taxonomy Extension Label Linkbase
  
101.PRE XBRL Taxonomy Extension Presentation Linkbase
  
101.DEF XBRL Taxonomy Extension Definition Linkbase



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.



 

 

 

RACE WORLD INTERNATIONAL, INC.
(REGISTRANT)

 

                                                                                                                                                                                                                                                                                                                                               

 

Date:  September 14, 2011                                                                                                                                                                                                    

 /s/ Wang Shi Bin

 

Wang Shi Bin

  

President, Chief Executive Officer,
Chief Financial Officer, Director

 

(Authorized Officer for Registrant)

 

8