U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X]

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

For the quarterly period ended JUNE 30, 2015

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000- 55240

 

 

 

EliteSoft Global Inc.

(Exact name of registrant as specified in its charter)

 

	Delaware		47-1208256
	(State or Other Jurisdiction of		(I.R.S. Employer
	Incorporation or Organization)		Identification No.)
	Unit A-9-4, Northpoint Office Suite, Mid Valley City
	No. 1, Medan Syed Putra Utara, Kuala Lumpur, Malaysia		59200
	(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (60) 16 206 6315

 

(Former name, former address and former fiscal year, if changed since last report)

 

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 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 x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

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 x No  ¨

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of August 17, 2015, the issuer had 12,000,000 shares of its common stock issued and outstanding.

 

 

 

 

 

 

TABLE OF CONTENTS

PART I
Item 1.	Condensed Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	16
PART II
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	18
	Signatures	19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART I - FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

 

 

 

 

 

 

EliteSoft Global Inc.

(formerly ANDES 3 Inc.)

Condensed Financial Statements

(Unaudited)

 

 

 

Contents

Financial Statements	PAGE
Condensed Balance Sheets as of June 30, 2015 and December 31, 2014  (Unaudited)	6
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2015 and 2014 (Unaudited)	7
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2014 (Unaudited)	8
Notes to Condensed Unaudited Financial Statements	9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EliteSoft Global Inc. (formerly ANDES 3 Inc.) Condensed Balance Sheets (Unaudited)
		June 30,				December 31,
		2015				2014
ASSETS
Current assets:
Cash		$	46,314			$	—
Accounts receivable			5,963				—
Total assets		$	52,277			$	—
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities		$	4,679			$	1,680
Due to related party			53,331				1,148
Total current liabilities			58,010				2,828
Stockholders' deficit:
Preferred stock, $.0001 par value, 5,000,000
shares authorized; none issued and outstanding			—				—
Common stock $.0001 par value, 100,000,000
shares authorized; 12,000,000 and 10,000,000 shares
issued and outstanding, respectively			1,200				1,000
Additional paid-in capital			44,085				1,000
Accumulated deficit			(51,018	)			(4,828	)
Total stockholders' deficit			(5,733	)			(2,828	)
Total liabilities and stockholders' deficit		$	52,277			$	—

 

 

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

 

 

 

 

EliteSoft Global Inc. (formerly ANDES 3 Inc.) Condensed Statements of Operations (Unaudited)
					Three months ended June 30, 2015			Six months ended June 30, 2015		June 23, 2014 (inception) through June 30, 2014
Revenue				$	5,963		$	5,963	$		-
Cost of revenue					1,800			1,800			-
Gross margin					4,163			4,163			-
Operating expenses:
		General and administrative			47,904			50,353			1,000
			Total operating expenses		47,904			50,353			1,000
Net loss				$	(43,741)		$	(46,190)	$		(1,000)
Basic loss per common share				$	(0.00)		$	(0.00)	$		(0.00)
Basic & diluted weighted average common shares outstanding					10,637,363			10,320,442			10,000,000

 

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

 

 

EliteSoft Global Inc. (formerly ANDES 3 Inc.) Condensed Statement of Cash Flows (Unaudited)
		Six months ended June 30, 2015				June 23, 2014 (inception) through June 30, 2014
Cash flows from operating activities:
Net loss		$	(46,190	)		$	(1,000	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock issued for assumption of service contract			43,285				—
Stock-based compensation - related party			—				1,000
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities			2,999				—
Due to related party			2,183				—
Increase in accounts receivable			(5,963	)			—
Net cash used in operating activities			(3,686	)			—
Cash flows from financing activities:
Proceeds from note payable to related party			50,000				—
Net cash provided by financing activities			50,000				—
Net change in cash			46,314				—
Cash, beginning of period			—				—
Cash, end of period			46,314				—
NONCASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued to founder for services rendered		$	—			$	1,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:							—
Cash paid for interest		$	—			$	—
Cash paid for taxes		$	—			$	—

 

 

 

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

EliteSoft Global Inc.

(formerly ANDES 3 Inc.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

June 30, 2015

(UNAUDITED)

 

1.

DESCRIPTION OF BUSINESS AND HISTORY AND BASIS OF PRESENTATION

 

Description of Business – EliteSoft Global Inc, (the “Company”) (formerly ANDES 3 Inc.) was incorporated under the laws of the State of Delaware on June 23, 2014, and has been inactive since inception. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. On February 27, 2015, EliteSoft Asia Sdn Bhd purchased 10,000,000 shares of common stock which was all of the outstanding shares of ANDES 3 Inc. and changed the name to EliteSoft Global Inc. on March 16, 2015 and resulted in a change of control.

 

On March 16, 2015, the Registrant filed a Certificate of Amendment (the “Amendment”) to the Certificate of Incorporation with the Secretary of State of the State of Delaware to change the name of the Registrant to EliteSoft Global Inc. The action was fully disclosed on Form 8-K filed on April 14, 2015.

 

On June 1, 2015, EliteSoft Global Inc. (the "Company"), entered into two agreements relating to the development of the business of the Company. First, the Company executed an assignment assumption agreement (the “Assignment and Assumption Agreement”) with EliteSoft Asia Sdn Bhd. (“ESA”), a Malaysian-based technical software and services corporation.  Pursuant to the Agreement, the Company intends to provide performance on its agreement with NZ Financial by providing professional services related to the items as outlined in the Assignment and Assumption Agreement. Pursuant to the Agreement, the parties also agreed that the consideration to be paid for the Assignment will be 2,000,000 shares of the Company’s restricted common stock to ESA. The second agreement, the Company entered into on May 28, 2015, is a two-year Technology Services Agreement with Youthlite Sdn Bhd, a natural skin care and cosmetics company based in Malaysia to be effective on June 1, 2015.  

 

Pursuant to the Technology Services Agreement, Youthlite Sdn Bhd ("Youthlite") granted to the Company, subject to the terms and conditions of the Technology Services Agreement, an agreement to provide certain technology services by the Company as set forth within the terms of the Technology Services Agreement. The aforementioned action was fully disclosed on Form 8-K filed on June 1, 2015.

 

2.

SUMMARY OF SIGNIFICANT POLICIES

 

Basis of Presentation -The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.

 

Use of estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S.GAAP”) requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.

 

Cash and cash equivalents – Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds. The carrying value of those investments approximates fair value.

 

Earnings (loss) per share – Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. There were no potentially dilutive securities outstanding during the periods presented.

 

Stock-based compensation – The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with Financial Accounting Standards Board (“FASB”) ASC 718-10, Compensation – Stock Compensation, and the conclusions reached by FASB ASC 505-50, Equity – Equity-Based Payments to Non-Employees. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

 

Income taxes – The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives.

 

The Company recorded valuation allowances on the net deferred tax assets. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance.

 

Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

 

Revenue recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company will recognize revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

 

Recent Accounting Pronouncements - In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the period ended September 30, 2014, thereby no longer presenting or disclosing any information required by Topic 915.

 

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern, which will require an entity’s management to assess, for each annual and interim period, whether there is substantial doubt about the entity’s ability to continue as a going concern within one year of the financial statement issuance date. The definition of substantial doubt within the new standard incorporates a likelihood threshold of “probable” similar to the use of that term under current GAAP for loss contingencies. Certain disclosures will be required if conditions give rise to substantial doubt. The guidance will be effective for the Company beginning with fiscal year 2017. Early adoption is permitted. The Company is currently evaluating the impact that this amended guidance will have on its financial statements and related disclosures.

 

In November, 2014, the FASB issued ASU No. 2014-16, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force), which will require an entity to determine the nature of the host contract by considering the economic characteristics and risks of the entire hybrid financial instrument, including the embedded derivative feature that is being evaluated for separate accounting from the host contract, when evaluating whether the host contract is more akin to debt or equity. ASU 2014-16 is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The effects of initially adopting the ASU should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application to all relevant prior periods is permitted. Early adoption, including adoption in an interim period, is permitted.

3.

GOING CONCERN

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $51,018 as of June 30, 2015. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 

In order to mitigate the risk related with this uncertainty, the Company plans to issue additional shares of common stock for cash and services during the next 12 months.

 

 

4. DUE TO RELATED PARTY

 

On February 20, 2015, the Company executed a loan agreement for $50,000 with Mr. Ee Chang Ku, the director of EliteSoft Asia Sdn Bhd. The loan is to be used for general working capital purposes, is unsecured, non-interest bearing and has no specific terms of repayment. The loan is convertible into shares of common stock at any time at the option of the lender. The conversion price is the price at closing on the day before the conversion. The loan is not yet convertible as the shares are not yet publicly traded on an exchange.

 

During the quarter ended June 30, 2015, Mr. Cornelius Ee, Vice President of the Company, advanced the Company $3,331 for general operating expenses. The advance is unsecured, non-interest bearing and has no specific terms of repayment. As of June 30, 2015, the Company owed $3,331 to Mr. Cornelius Ee.

  

5 STOCKHOLDERS’ EQUITY

 

Preferred Stock – The Company is authorized to issue 5,000,000 shares of $.0001 par value preferred stock. As of June 30, 2015, no shares of preferred stock had been issued.

 

Common Stock - The Company is authorized to issue 100,000,000 shares of $.0001 par value common stock. As of June 30, 2015, 12,000,000 shares were issued and outstanding respectively.

 

Pursuant to its assignment assumption agreement, dated June 1, 2015, the Company issued 2,000,000 shares of the Company’s restricted common stock to EliteSoft Asia Sdn Bhd. The agreement provides for revenue of $2,000 a month and will cease on January 1, 2018 subject to yearly renewal with the consent of both parties. The shares for the agreement were valued at $43,285. The shares were valued based on expected revenue over the initial term of the agreement of $62,000 less cost of the revenue.

 

6.

SUBSEQUENT EVENTS

 

Management has evaluated subsequent events up to and including August 14, 2015, which is the date the statements were available for issuance and determined there are no reportable subsequent events.

 

 

Special Note Regarding Forward-Looking Statements

 

The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s 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 these forward-looking statements. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

 

The Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations, maintaining the filing of Exchange Act reports, the investigation, analyzing, and consummation of an acquisition for an unlimited period of time will be paid The costs of investigating and analyzing business combinations, maintaining the filing of Exchange Act reports, the investigation, analyzing, and consummation of an acquisition for an unlimited period of time will be paid from additional money contributed by Swee Seong "Eugene" Wong, our Chief Executive Officer, and Chairman of the Board of Directors, or another source, in the form of a loan. There can be no assurances that any loan obtained by another source will be on favorable terms, if at all.

 

         During the next 12 months we anticipate incurring costs related to:

 

	(i)	filing of Exchange Act reports, and
	(ii)	investigating, analyzing and consummating an acquisition.

 

We anticipate that these costs may be in the range of eight to nine thousand dollars, and that we will be able to meet these costs as necessary, to be loaned to or invested in us by our stockholders, management or other investors. We anticipate allocating the entire amount towards the filing of Exchange Act reports.

 

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.

 

Our management has not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. 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 effect 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. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

 

The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital that we will have 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. Potentially available business combinations 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.

 

Off-Balance Sheet Arrangements

 

We have not entered into any 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 and would be considered material to investors.

 

Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated a deficit of $51,018 as of June 30, 2015. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 

In order to mitigate the risk related with this uncertainty, the Company plans to issue additional shares of common stock for cash and services during the next 12 months.

 

Results of Operations for the six months ended June 30, 2015

 

Our operating results are summarized as follows:

 

			Six months ended  June 30, 2015
Revenue		$	5,963
Cost of sales		$	(1,800	)
Operating expenses		$	(50,353	)
Net loss		$	(46,190	)

 

Our operating expenses are outlined in the table below:

 

Operating Expenses			Six months ended  June 30, 2015
General and administrative		$	7,068
Stock issued for assumption of service contract			43,285
Total		$	50,353

 

Our general and administrative fees are largely attributable to accounting and audit fees related to our reporting requirements as a public company.

 

We anticipate that we will incur approximately $20,000 for operating expenses, including, legal, accounting and audit expenses associated with our reporting requirements as a public company under the Exchange Act during the next twelve months.

 

Net income (loss)

 

As a result of our operating expenses the Company reported a net loss of $46,190 for the six months ended June 30, 2015.

 

Liquidity and Capital Resources

 

Working Capital

		June 30, 2015
Current Assets		$	52,277
Current Liabilities		$	58,010
Working Capital Deficit		$	(5,733	)

 

Cash Flows 

			For the six months ended June 30, 2015
Cash used in operating activities		$	(3,686	)
Cash used in investing activities		$	—
Cash provided by financing activities		$	50,000
Increase in cash		$	46,314

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

None.

 

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report, June 30, 2015. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report due to a material weakness in our internal control over financial reporting, which is described below.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of June 30, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of June 30, 2015, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2015: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2015 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

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.

 

Item 1A. Risk Factors

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

Pursuant to its assignment assumption agreement (the “Assignment and Assumption Agreement”), dated June 1, 2015, the Company issued 2,000,000 shares of the Company’s restricted common stock to EliteSoft Asia Sdn Bhd. in consideration for the Assignment and Assumption Agreement as fully disclosed on Form 8-K on June 1, 2015.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

 

Item 6. Exhibits.

 

				Incorporated by reference
	Exhibit	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
	3.1	Certificate of Incorporation		10		3.1	02/06/15
	3.2	By-Laws		10		3.2	02/06/15
	4.1	Specimen Stock Certificate		10		4.1	02/06/15
	17.1	Richard Chiang resignation letter February 27, 2015		8-K		17.1	03/05/15
	10.1	Assignment and Assumption Agreement, dated June 1, 2015		8-K		10.1	06/01/15
	10.2	Technology Services Agreement, dated June 1, 2015		8-K		10.2	06/01/15
	99.1	Share Purchase Agreement dated February 20, 2015		8-K		99.1	03/05/15
	31	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
	32	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
	101.INS*	XBRL Instance Document	X
	101.SCH*	XBRL Taxonomy Extension Schema Document	X
	101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	X
	101.DEF*	XBRL Taxonomy Extension Definition Linkbase Definition	X

 

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

EliteSoft Global Inc.

 

By: /s/ Swee Seong "Eugene" Wong

Swee Seong "Eugene" Wong

Chief Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors

(Principal Executive Officer)

 

 

By:  /s/ Khoo Mae Ling
Khoo Mae Ling

Chief Financial Officer, Secretary and Director

(Principal Financial Officer)

 

 

 

Date:  August 17, 2015