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EX-32 - EX 32 - Po Yuen Cultural Holdings (Hong Kong) Co., Ltd.exhibit32.htm
EX-31 - EX 31 - Po Yuen Cultural Holdings (Hong Kong) Co., Ltd.exhibit31.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

FOR THE QUARTERLY PERIOD ENDED June 30, 2017

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   47-1100063

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

   

108 S. #107 Baldwin Ave.

Arcadia, CA

  91007
(Mailing Address of the Company)   (Zip Code)

 

N/A

(Former name 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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [  ]Yes [X] 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.

 

Large accelerated filer  ☐   Accelerated filer  ☐   Non-accelerated filer  ☐
(Do not check if a smaller reporting company)
Smaller reporting company  ☒   Emerging growth company  ☒    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[X] Yes [ ] No

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of August 11, 2017: 19,412,000 shares of common stock.

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TABLE OF CONTENTS

ASIA TRAINING INSTITUTE, INC.

INDEX 

 

PART I-FINANCIAL INFORMATION

         
ITEM 1   FINANCIAL STATEMENTS   F1
   
Balance Sheets (Unaudited)   F1
   
Statements of Operations (Unaudited)   F2
   
Statements of Cash Flows (Unaudited)   F3
   
Notes to Unaudited Financial Statements   F4-F5
     
ITEM 2   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   3
     
ITEM 3   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   4
     
ITEM 4   CONTROLS AND PROCEDURES   4
 
PART II-OTHER INFORMATION
     
ITEM 1   LEGAL PROCEEDINGS   4
         
ITEM 1A   RISK FACTORS    
     
ITEM 2   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS   4
     
ITEM 3   DEFAULTS UPON SENIOR SECURITIES   4
     
ITEM 4   MINE SAFETY DISCLOSURES   4
     
ITEM 5   OTHER INFORMATION   4
     
ITEM 6   EXHIBITS   5
   
SIGNATURES   6

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Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS

ASIA TRAINING INSTITUTE, INC.

BALANCE SHEETS

 

   

June 30, 2017

(Unaudited)

 

March 31,

2017 

ASSETS            
CURRENT ASSETS:            
Cash   $ 329   $ 617
             
TOTAL ASSETS   $ 329   $ 617
             
LIABILITIES AND STOCKHOLDERS’ DEFICIT            
             
CURRENT LIABILITIES:            
Accrued expenses   $ 4,555     9,555
Due to related party     70,762     58,762
TOTAL LIABILITIES   $ 75,317   $ 68,317
             
STOCKHOLDERS’ DEFICIT:            
Preferred stock, $0.001 par value; 25,000,000 shares authorized; none issued or outstanding as of June 30, 2017 and March 31, 2017     -     -
Common stock, $0.001 par value; 150,000,000 shares authorized; 19,412,000 shares issued and outstanding as of June 30, 2017 and March 31, 2017     19,412     19,412
Additional paid in capital     168,387     168,387
Accumulated deficit     (262,786)     (255,498)
TOTAL STOCKHOLDERS’ DEFICIT     (74,987)   (67,699)
             
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT   $ 329   $ 617

  

See Accompanying Notes to Unaudited Financial Statements.

 

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ASIA TRAINING INSTITUTE, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

 

      Three Months Ended June 30, 2017     Three Months Ended June 30, 2016
           
Revenue   $   $
             
Expenses:            
General and administration     7,288     26,583
             
Operating loss       (7,288)       (26,583)
             
             
Net loss   $ (7,288)   $ (26,583)
             
Basic and diluted loss per share   $ (0.00)   $ (0.00)
             
Weighted average common shares outstanding - basic and diluted     19,412,000     19,412,000
             

 See Accompanying Notes to Unaudited Financial Statements.

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ASIA TRAINING INSTITUTE, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   

Three Months Ended

June 30, 2017

 

Three Months Ended

June 30, 2016

CASH FLOW FROM OPERATING ACTIVITIES:            
Net loss   $ (7,288)   $                                                        (26,583)
             
Change in operating assets and liabilities: 
Accrued expenses
    (5,000)                                                     3,673
Due to related party     12,000     22,909
             
Net Cash Provided by (Used In) Operating Activities                                (288)                         -
             
Net Cash Used In Financing Activities         -
             
CHANGE IN CASH                                (288)     -
CASH AT BEGINNING OF PERIOD                                617     -
CASH AT END OF PERIOD   $                            329   $ -
             
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION            
             
Cash paid for:            
Interest   $                              -   $ -
Income taxes   $ -   $ -

See Accompanying Notes to Unaudited Financial Statements.

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ASIA TRAINING INSTITUTE, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD ENDED June 30, 2017 AND 2016

(UNAUDITED)

 

NOTE 1- ORGANIZATION AND DESCRIPTION OF BUSINESS

 

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.

 

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, found in Form 10-K filed June 29, 2017. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. 

 

(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.

 

(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

 

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.

 

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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 $74,988 and an accumulated deficit of $262,786 at June 30, 2017.  As of June 30, 2017, the Company had not generated any revenue and had no committed sources of capital or financing.

 

As of June 30, 2017 the Company had cash in the amount of $329 held in its corporate bank account.

 

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.

 

Mr. Chiang is currently advancing the company funds to cover any expenses incurred by the Company and anticipates that he will continue to do so in order to keep the Company current with its SEC filings and other required compliance.

 

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 $4,555 and $9,555 at June 30, 2017 and March 31, 2017, respectively and consisted primarily of professional fees.

 

NOTE 5 - STOCKHOLDERS’ EQUITY (DEFICIT)

 

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, 2017 there were 19,412,000 shares of common stock issued and outstanding.

 

NOTE 6 - RELATED PARTY TRANSACTIONS

 

For the three months ended June 30, 2017, the Company’s sole director, officer and principal stockholder, Mr. Chiang, paid Company expenses totaling $12,000 from personal funds. These expenses consisted primarily of professional fees. Mr. Chiang expects to be reimbursed by the Company for such payments, which reimbursement will be interest free and due upon demand.

 

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

 

Forward Looking Statements

 

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, 2017 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, 2017 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. Mr. Chiang is currently advancing the company funds to cover any expenses incurred by the Company and anticipates that he will continue to do so in order to keep the Company current with it’s SEC filings and other required compliance.

 

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

 

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

 

Recently Issued Accounting Pronouncements

 

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

 

Critical Accounting Policies

 

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

 

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

 

Results of Operations

 

Three Months Ending June 30, 2017 and June 30, 2016

 

General and Administrative Expenses:

 

General and administrative expenses were $7,288 and $26,583 for the three months ended June 30, 2017 (“Q1 2017”) and June 30, 2016 (“Q1 2016”), respectively. The expenses for Q1 2017 consisted primarily of professional fees. For Q1 2016, the expenses consisted primarily of professional fees. The decrease in general and administrative expenses is attributable to the fact the Company has lesser business activity.

 

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, 2017 and 2016:

 

   

 

Three Months Ended

June 30, 2017

 

 

 

Three Months Ended

June 30, 2016

 

Operating Activities $  (288) $  -
Financing Activities     -    -

 

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, 2017 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.

 

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ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

 

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, 2017. Based on that evaluation, our President and Chief Financial Officer concluded as of June 30, 2017, that our disclosure controls and procedures are ineffective. 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, 2017 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

 

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

 

We discuss in our Annual Report on Form 10-K various risks that may materially affect our business. For the first three months of our calendar year, there were no material changes to those risk factors.

 

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES

 

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

 

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4 MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5 OTHER INFORMATION

 

None.

 

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ITEM 6 EXHIBITS

 

Exhibit No.

 

Description

3.1   Amended and Restated Articles of Incorporation (1)
     
3.2   By-laws (1)
     
31   Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-Q for the period ended June 30, 2017 (2)
   
32   Certification of the Company’s Principal Executive 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 (2)
     
101.INS   XBRL Instance Document (3)
     
101.SCH   XBRL Taxonomy Extension Schema (3)
     
101.CAL   XBRL Taxonomy Extension Calculation Linkbase (3)
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase (3)
     
101.LAB   XBRL Taxonomy Extension Label Linkbase (3)
     
101.PRE   XBRL Taxonomy Extension Presentation Linkbase (3)

 

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

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SIGNATURES

 

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.

 

  ASIA TRAINING INSTITUTE, INC.  
       
Dated: August 11, 2017 By:   /s/ Chien Heng Chiang  
    Chien Heng Chiang  
    President and Chief Financial Officer (Principal Financial Officer)  

 

 

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