Po Yuen Cultural Holdings (Hong Kong) Co., Ltd. - FORM 10-Q - August 12, 2016

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EX-32 - CERTIFICATE PURSUANT TO SECTION 18 U.S.C. PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - Po Yuen Cultural Holdings (Hong Kong) Co., Ltd.atii_ex32.htm
EX-31 - CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) CERTIFICATIONS SECTION 302 OF THE SARBANES-OXLY ACT OF 2002 - Po Yuen Cultural Holdings (Hong Kong) Co., Ltd.atii_ex31.htm
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
☑
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the quarterly period ended June 30, 2016
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.
(Exact name of registrant as specified in its charter)
 
Nevada
(State or other jurisdiction of incorporation or organization)
 
47-1100063
(I.R.S. Employer Identification No.)
 
13200 CROSSROADS PARKWAY NORTH, SUITE 400
CITY OF INDUSTRY, CA 91746
(Address of principal executive offices, including zip code)
 
Registrant’s telephone number, including area code: (562) 273-5357
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☑     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 during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  Yes ☐     No ☑
  
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☑
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☑     No ☐
  
The number of shares outstanding of the Registrant’s common stock as of August 10, 2016 was 19,412,000. 
 

 
 
ASIA TRAINING INSTITUTE, INC.
 
INDEX
 
 
 
 
Page
 
 
 
 
 
PART I – FINANCIAL INFORMATION
Item 1:
 
Financial Statements
 
1
Item 2:
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
7
Item 3:
 
Quantitative and Qualitative Disclosures About Market Risk
 
9
Item 4:
 
Controls and Procedures
 
9
 
 
 
 
PART II – OTHER INFORMATION
Item 1:
 
Legal Proceedings
 
9
Item 1A:
 
Risk Factors
 
9
Item 6:
 
Exhibits
 
9
 
 
 
 
 
Signatures
 
 
 
10
 
                                            
 
 ii
 
 
 PART I – FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
Asia Training Institute, Inc.
Balance Sheets
 
 
 
June 30, 2016
(Unaudited)
 
 
March 31, 2016   
 
ASSETS
 
 
 
 
 
 
CURRENT ASSETS:
 
 
 
 
 
 
 
Cash
 
  $--- 
 
 
 
 
       
TOTAL ASSETS
  $--- 
  $--- 
 
       
       
LIABILITIES AND STOCKHOLDERS’ DEFICIT
       
       
 
       
       
CURRENT LIABILITIES:
       
       
Accrued expenses
  $15,108 
  $11,434 
Due to related party
    22,909 
    --- 
TOTAL LIABILITIES
  $38,017 
  $11,434 
 
       
       
 
       
       
STOCKHOLDERS’ DEFICIT:
       
       
Preferred stock, $0.001 par value; 25,000,000 shares authorized; none issued or outstanding as of June 30, 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 June 30, 2016 and March 31, 2016
    19,412 
    19,412 
Additional paid in capital
    168,387 
    168,387 
Accumulated deficit
    (225,816)
    (199,233)
TOTAL STOCKHOLDERS’ DEFICIT
    (38,017)
    (11,434)
 
       
       
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
  $--- 
  $--- 
 
       
       
 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
1
 
 
Asia Training Institute, Inc.
Statements of Operations
(Unaudited)
 
 
 
Three Months Ended June 30,  
 
 
 Three Months Ended June 30,  
 
 
 
2016  
 
 
 2015  
 
Revenue
  $- 
  $--- 
 
       
       
Expenses:
       
       
General and administration
    26,583 
    36,065 
 
       
       
Operating loss
    (26,583)
    (36,065)
Interest expense
    --- 
    524 
 
       
       
Net loss
  $(26,583)
  $(36,589)
 
       
       
Basic and diluted loss per share
  $(0.00)
  $(0.00)
 
       
       
Weighted average common shares outstanding - basic and diluted
    19,412,000 
    20,412,000 
 
The accompanying notes are an integral part of these financial statements.
 
2
 
Asia Training Institute, Inc.
Statements of Cash Flows
(Unaudited)
 
 
 
Three Months Ended
June 30, 2016
 
 
   Three Months Ended
June 30, 2015
 
CASH FLOW FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
Net loss
  $(26,583) 
  $(36,589)
 
       
       
Change in operating assets and liabilities: Accrued expenses
    3,673 
    30,980 
Accrued interest payable - related party
    --- 
    (4,476)
Due to related party 
    22,909 
    --- 
Net Cash Used In Operating Activities
    --- 
    (10,085)
 
       
       
CASH FLOW FROM FINANCING ACTIVITIES:
       
       
Repayment note payable – related party
    --- 
    (110,000)
 
       
       
Net Cash Used In Financing Activities
    --- 
    (110,000)
 
       
       
CHANGE IN CASH
    --- 
    (120,085)
CASH AT BEGINNING OF PERIOD
    --- 
    131,448 
CASH AT END OF PERIOD
  $--- 
  $11,363 
 
       
       
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
       
       
 
       
       
Cash paid for:
       
       
Interest
  $--- 
  $4,557 
Income taxes
  $--- 
  $--- 
 
       
       
 
The accompanying notes are an integral part of these financial statements.
 
 
3
 
Asia Training Institute, Inc.
 
NOTES TO FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
 
Note 1 – Organization
 
Asia Training Institute, Inc., 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.
 
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.
 
Note 2 – Summary of Significant Accounting Policies
 
(a) Basis of Accounting
 
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.
 
(b) Cash Equivalents
 
For purposes of the balance sheet and statement of cash flows, 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 Compensation
 
The Company follows ASC 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions 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 statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.  The Company has adopted the provisions of ASC 260.
 
 
4
 
(e) Loss per Share
 
The basic loss per share is calculated by dividing the Company’s net loss available to common stockholders by the weighted average number of common shares during the year.  The diluted loss per 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 share due to the lack of dilutive items in the Company.
 
(f) Fair Value Measurements and Disclosures
 
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 as of the measurement date. The three levels are defined as follows:
 
Level 1 – Inputs to 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 similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term 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 disclosures
 
(g) Income Taxes
 
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
 
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 March 31, 2015, thereby no longer presenting or disclosing any information required by Topic 915.
 
 
5
 
 
The Company reviewed all recent 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 material impact on the Company’s present or future financial statements.
 
Note 3 – Going Concern
 
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 $38,017 and an accumulated deficit of $225,816 at June 30, 2016.  As of June 30, 2016, the Company had not generated any revenue and had no committed sources of capital or financing.
 
While the Company is attempting to merge with an operating business, the Company’s cash position may 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 operating business and in its ability to raise additional funds, there can be no assurances to that effect.  The Company’s ability to continue as a going concern is dependent upon its ability to achieve its objective or obtain adequate financing.
 
The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
Note 4 – Accrued Expenses
 
Accrued expenses totaled $15,108 and $11,434 at June 30, 2016 and March 31, 2016, respectively and consisted primarily of professional fees.
 
Note 5 – Share Capital
 
The Company is authorized to issue 150,000,000 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.
 
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 June 30, 2016 there were 19,412,000 shares of common stock issued and outstanding.
 
Note 6 – Related Party
 
For the three months ended June 30, 2016, the Company’s sole director, officer and principal stockholder, Mr. Chiang, paid Company expenses totaling $22,909 from personal funds. These expenses consisted primarily of professional fees and filing fees. Mr. Chiang expects to be reimbursed by the Company for such payments, which reimbursement will be interest free and due upon demand.
 
 
6
 
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The information contained in this quarterly report on Form 10-Q (this “Form 10-Q”) is intended to update the information contained in our Annual Report on Form 10-K for the 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. 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 statements and notes thereto that appear elsewhere in this Form 10-Q. 
 
Company Overview
 
Asia Training Institute, Inc., a Nevada corporation, (“ATI,” “Company,” “Registrant,” “we,” “us,” or “our”) was incorporated on May 14, 2014 under the name “WeWearables, Inc.”
 
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. 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.
 
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.
 
 
7
 
 
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 June 30, 2016 and June 30, 2015
 
General and Administrative Expenses
 
General and administrative expenses were $26,583 and $36,065 for the three months ended June 30, 2016 (“Q1 2016”) and June 30, 2015 (“Q1 2015”), respectively. The expenses for Q1 2016 consisted primarily of $25,883 for professional fees. For Q1 2015, the expenses consisted primarily of $27,339 for professional fees and $8,726 for organization and related expenses. The decrease in general and administrative expenses consisted primarily of a decrease in organization and related expenses.
 
Interest Expense
 
Interest expense from was $0 for Q1 2016 and $524 for Q1 2015. 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 three months ended June 30, 2016 and 2015:
 
 
 
Three MonthsEnded
June 30, 2016
 
 
Three MonthsEnded
June 30, 2015
 
Operating Activities
  $— 
    (10,085)
Financing Activities
    — 
    (110,000)
Net Effect on Cash
  $— 
    (120,085)
 
No cash was used in investing activities during either the three months ended June 30, 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 three months ended June 30, 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 no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee contracts 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.
 
 
 
8
 
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
 
We are a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
 
 
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 effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act) as of June 30, 2016. Based on that evaluation, our President and Chief Financial Officer concluded as of June 30, 2016, that our disclosure controls and procedures are effective at a reasonable assurance level and 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.
 
Changes in Internal Control Over Financial Reporting
 
There has not been any change in the Company’s internal control over financial reporting, as defined in Rules 13a-15(f) or 15d-15(f) under the Securities Exchange Act, during the fiscal quarter ended June 30, 2016 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
 
 
PART II – OTHER INFORMATION
 
 
ITEM 1. LEGAL PROCEEDINGS
 
The Company does not have any material pending legal proceedings to which it is a party or to which its property is subject. 
 
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 quarter of fiscal 2016, there were no material changes to those risk factors.
 
ITEM 6. EXHIBITS
 
31
 
Certification of Chief Executive Officer and Principal Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.
32
 
Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
9
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
ASIA TRAINING INSTITUTE, INC.
 
 
 
 
 
Dated: August 12, 2016
By:  
/s/  Chien Heng Chiang
 
 
 
Chien Heng Chiang
 
 
 
President and Chief Financial Officer (Principal Financial Officer)
 
 
 
 
 
 10

 
 

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