UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended November 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: 333-207552

 

Traqer Corp.

(Name of registrant as specified in its charter)

 

Nevada		47-3567136
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

No.7, Xiang’an Road, Dongsheng County Zhongshan, Guangdong Province, China 528400		528400
(Address of principal executive offices)		(Zip Code)

 

(86) 0760-22826604

(Registrant’s telephone number, including area code)

 

910 Sylvan Avenue, Suite 150

Englewood Cliffs, NJ 07632

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes   ¨ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate 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). x Yes   ¨ No

 

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

  

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

 

If an emerging growth company, indicate by checkmark 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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of January 12, 2018, there were 5,761,500 shares of common stock issued and outstanding.

 

TABLE OF CONTENTS

 

			Page
PART I – FINANCIAL INFORMATION
			4
Item 1.	Financial Statements.		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		6
Item 4.	Controls and Procedures.		6
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.		8
Item 1A.	Risk Factors.		8
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		8
Item 3.	Defaults Upon Senior Securities.		8
Item 4.	Mine Safety Disclosures.		8
Item 5.	Other Information.		8
Item 6.	Exhibits.		8

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

 

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

 

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

 

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

 

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PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

TRAQER CORP.

INTERIM FINANCIAL STATEMENTS

For the Three Months Ended November 30, 2017

(Unaudited)

 

Report of Independent Registered Public Accounting Firm		F-1
Balance Sheets		F-2
Statements of Operations		F-3
Statements of Cash Flows		F-4
Notes to the Financial Statements		F-5

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and

Stockholders of Traqer Corp.

 

Results of Review of Interim Financial Information

 

We have reviewed the condensed balance sheet of Traqer Corp. (the “Company”) as of November 30, 2017, and the related condensed statements of income and comprehensive income for the three-month period ended November 30, 2017, and condensed statements of cash flows for the three-month period then ended, and the related notes (collectively referred to as the interim financial statements). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Review Results

 

These interim financial statements are the responsibility of the Company’s management. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

San Mateo, California	/s/ WWC, P.C.
January 16, 2018	Certified Public Accountants

 

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TRAQER CORP.

BALANCE SHEETS

(Unaudited)

 

		November 30,				August 31,
		2017				2017
						(Audited)
ASSETS
Current assets
Prepaid expense		$	5,000			$	-
Total assets		$	5,000			$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current liabilities
Accounts payable & accrued liabilities		$	7,751			$	12,000
Related party payable			21,950				-
			29,701				12,000
Total liabilities			29,701				12,000
Commitments and Contingencies
Stockholders’ deficiency
Common stock, $0.001 par value, 2,000,000,000 shares authorized, 5,761,500 shares issued and outstanding, respectively			5,762				5,762
Additional paid-in capital			293,013				293,013
Accumulated deficit			(323,476	)			(310,775	)
Total stockholders’ deficiency			(24,701	)			(12,000	)
Total liabilities and stockholders’ deficiency		$	5,000			$	-

 

See accompanying notes to financial statements.

 

F-2

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TRAQER CORP.

STATEMENTS OF OPERATIONS

(Unaudited)

 

		For the three-month periods ended November 30,
		2017				2016
Revenue
Service revenue, net		$	-			$	1,045
OPERATING EXPENSES
Software development			-				10,000
General and administrative			10,500				13,730
Professional fees			2,201				37,429
Total Operating Expenses			12,701				61,159
Net loss before provision for income taxes			(12,701	)			(60,114	)
Provision for income taxes			-				-
NET LOSS		$	(12,701	)		$	(60,114	)
Net loss per share - basic and diluted			-				(0.01	)
Weighted average number of shares outstanding during the period - basic and diluted			5,761,500				5,761,500

 

See accompanying notes to financial statements.

 

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TRAQER CORP.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For the three-month periods ended November 30,
		2017				2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(12,701	)		$	(60,114	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Increase in accounts receivable			-				(1,800	)
Increase in prepaid expenses			(5,000	)			-
(Decrease)/increase in accounts payable			(4,249	)			7,043
Increase in accounts payable - related party			-				13,550
Increase in deferred revenue			-				3,544
Net Cash Used In Operating Activities			(21,950	)			(37,777	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable - related party			-				36,000
Increase in related party payable			21,950
Net Cash Provided By Financing Activities			21,950				36,000
NET INCREASE IN CASH			-				(1,777	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		$	-			$	4,385
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	-			$	2,608
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes		$	-			$	-
Cash paid for interest expense		$	-			$	-

 

See accompanying notes to financial statements.

 

F-4

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TRAQER CORP.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

 

Organization

 

Traqer Corp. (the “Company”) was originally organized in the State of Nevada on April 4, 2014. The Company was formed to become a provider of a cloud-based, volunteer tracking software solution aimed for organizations, non-profits and corporations. The Company has ceased operations and been reorganized as a vehicle to investigate and acquire a target company or business seeking the perceived advantages of being a publicly held corporation. As of the date of this report, the Company did not have substantial operations.

 

Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

 

NOTE 2 – GOING CONCERN

 

The Company had an accumulated deficit of $323,476 as of November 30, 2017, and cash used in operations of $21,950 for the period ended November 30, 2017. Losses have principally occurred as a result of the lack of a source of recurring revenues and the substantial resources required for research and development and marketing of the Company’s products which included the general and administrative expenses associated with its organization and product development. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management plans to obtain additional funding and implement its strategic plan to allow the opportunity for the Company to continue as a going concern, but there is no guarantee the Company will be successful.

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

 

F-5

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Stock-Based Compensation

 

The measurement and recognition of compensation expense for all share-based payment awards made to employees and directors is recognized in the financial statements, based on their fair value. The Company measures share-based compensation to consultants and recognizes the fair value of the award over the period the services are rendered or goods are provided.

 

Basic and Diluted Loss Per Share

 

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. There are no dilutive securities issued for the periods presented in the accompanying financial statements.

 

Income Taxes

 

The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

Foreign Currency

 

The Company has determined that the functional currency of the Company is U.S. Dollars. Foreign currency transaction gains and losses are included in the statement of operations as other income (expense).

 

Revenue Recognition

 

Revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

 

The Company recognizes revenue from setup fees initially as deferred revenue and amortizes the amounts received over the term of the agreements. Revenue from the sale of software subscriptions are recognized over twelve months. Revenue from monthly subscription fees are recorded during the month the membership is earned.

 

New Accounting Pronouncements

 

There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on the Company’s financials statements.

 

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NOTE 4 – RELATED PARTY TRANSACTIONS

 

On July 31, 2017, Bess Audrey Lipschutz and Shlomit Chaya Frommer (together, the “former majority shareholders”) and Jiang, Limei; Ao, Xiaomi; Jiang, Lixin; Chen, Haopeng; Chen, Zhongsheng; Zhong, Ruiming; Lai, Zhiming; Chen, Liming; Fu, Xiaobin; Zheng, Zhenyuan; Li, Hongling; Mai, Zhangying; Zeng, Huaxiu; Mai, Lichan; Chen, Lin; Liu, Zhenping; and Jiang, Shimin, respectively (collectively, the “new shareholders”) entered into two Stock Purchase Agreements (together, the “Purchase Agreement”), pursuant to which the former majority shareholders sold to the new shareholders, and the new shareholders purchased from the former majority shareholders, 5,000,000 aggregate shares of the Company’s common stock (the “Shares”), which Shares represent 86.78% of the issued and outstanding shares of the Company’s common stock. The purchase was completed on July 31, 2017. According to the Stock Purchase Agreements, the former majority shareholders have waived all indebtedness by Traqer Corp. for any advances, loans, fees, costs, or expenses made or paid in the amount of $286,110 (including but not limited to the indebtedness identified in the financial statements of Traqer Corp. as of July 31, 2017 and listed in the transactions above), have been waived and are forever discharged. The waiver was recorded as a shareholders’ contribution to additional paid in capital. If there are any liabilities disclosed or undisclosed, the former majority shareholders are liable for such debts and the Company will not be liable.

 

The Company underwent a change of control in July 2017. As of November 30, 2017, there were advances of $21,950 from the current shareholder for the purpose of operating the Company.

 

NOTE 5 – COMMITMENTS AND CONTINGENCIES

 

On August 1, 2016, Ajay Movalia accepted an appointment to serve on the Board of Directors of the Company. In connection with Mr. Movalia’s appointment as a director, the Company and Mr. Movalia entered into a director agreement whereby Mr. Movalia will receive 3,000 shares of common stock valued at the fair market value of the common stock on the date of grant at $30 ($0.01 per share).

 

NOTE 6 – COMMON STOCK

 

The Company originally had 200,000,000 shares of common stock with a par value of $0.001 per share.

 

On November 2, 2017, the Company amended its articles of incorporation to increase the authorized shares from 200,000,000 shares to 2,000,000,000.

 

NOTE 7 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from November 30, 2017 through the date the financial statements were available to be issued. There was no subsequent event at the report date.

 

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

 

The following is management’s discussion and analysis of the consolidated financial condition and results of operations of Traqer Corp. (“Traqer”, the “Company”, “we”, and “our”) for the quarter ended November 30, 2017. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as its plans, objectives, expectations and intentions. Its actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements. The following information should be read in conjunction with the consolidated interim financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q (this “Report”).

 

Overview

 

We were incorporated on April 4, 2014 under the laws of the state of Nevada. We were formed to become a provider of a cloud-based, volunteer tracking software solution aimed for organizations, non-profits and corporations. Since inception, our operations have been limited to forming the Company and raising capital resources. We have only generated nominal revenues to date. On July 31, 2017, the then major stockholders of the Company owning a total of 86.78% of the issued and outstanding shares of common stock of the Company sold all of their shares to a group of buyers, resulting in a change of control of the Company. As a result of such change of control, the Company ceased operations and was reorganized as a vehicle to investigate and acquire a target company or business seeking the perceived advantages of being a publicly held corporation. We have so far identified a target company and conducted due diligence investigation of the target company. We qualify as a “shell company” under Rule 12b-2 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Exchange Act because we currently have no or nominal assets (other than cash) and no or nominal operations.

 

Recent Developments

 

On November 27, 2017, we entered into an exchange agreement with Donggao International Group Shares Limited, a Seychelles International Business Company (“Donggao”), and holders of all outstanding capital stock of Donggao. Pursuant to terms of such exchange agreement, we will acquire 100% of the outstanding capital stock of Donggao, and in exchange, we will issue to the former shareholders of Donggao, an aggregate of 300,000,000 shares of the Company’s common stock. Following the exchange transaction, Donggao will become our wholly-owned subsidiary. We expect to close the exchange transaction as soon as possible upon satisfaction or waiver of all closing conditions but in no event later than the earlier of (i) 180 days after the date of the exchange agreement and (ii) 30 days after satisfaction or waiver of all closing conditions. We, however, cannot make any assurances that the exchange transaction will be consummated. If it fails to consummate, our business purpose will be to continue to seek the acquisition of, or merger with, an existing company. 

 

Plan of Operation

 

Since inception, we have been a startup company and our operations have been limited to forming the Company and raising capital resource. We have had nominal revenues to date. Since our change of control on July 31, 2017, our principal business objective for the next 12 months and beyond such time has been reset to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings.

 

All of the sources of our cash to date have been provided by the principal stockholders of the Company who plan to support our operations until we raise additional funds in the future. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances, however there is no assurance of additional funding being available. The only professional fees we have incurred to date and intend to incur for the foreseeable future are for our attorneys and accountants.

 

Results of Operation

 

For the Three Months Ended November 30, 2017 as compared to the Three Months Ended November 30, 2016

 

Revenues

 

We had revenue of $0 and nominal revenue of $1,045 for the three months ended November 30, 2017 and 2016, respectively. Since our change of control in July of 2017, we have ceased generating revenues due to the fact that we have been reorganized as a vehicle to investigate and acquire a target company or business seeking the perceived advantages of being a publicly held corporation.

 

Operating Expenses

 

We incurred total operating expenses of $12,701 and $61,159 for the three months ended November 30, 2017 and 2016, respectively. For the three months ended November 30, 2017, $10,500 of the total operating expenses was general and administrative expenses. The remaining $2,201 was professional fees associated with public company reporting expenses.

 

Net Loss

 

During the three months ended November 30, 2017 and 2016, we incurred a net loss of $12,701 and $60,114, respectively.

 

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Liquidity and Capital Resources

 

As of November 30, 2017, the Company had a working capital deficit of $24,701, an accumulated deficit of $323,476 and had earned only a de minimis amount of revenues which was insufficient to cover its operating costs.

 

The Company has nominal assets and has generated nominal revenues since inception. Since the change of control in July of 2017, the Company has ceased generating revenues. The Company is dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources.

 

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

 

Cash Flows from Operating Activities

 

During the three months ended November 30, 2017 and 2016, the Company used cash in operating activities of $21,950 and $37,777, respectively. The cash used in operating activities during the three months ended November 30, 2017 and 2016, was primarily related to the Company’s net losses.

 

Cash Flows from Financing Activities

 

During the nine months ended November 30, 2017 and 2016, the Company had cash provided by financing activities of $21,950 and $36,000, respectively. The cash provided by financing activities during the three months ended November 30, 2017 were advances from the current shareholder for the purpose of operating the Company.

 

Off-Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Contractual Obligations

 

As a smaller reporting company, the Company is not required to provide this information.

 

Emerging Growth Company

 

We are an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements of Sections 14A(a) and (b) of the Exchange Act to hold a nonbinding advisory vote of shareholders on executive compensation and any golden parachute payments not previously approved. We have also elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

As a smaller reporting company, the Company is not required to provide this information.

 

Item 4. Controls and Procedures.

 

Disclosure of Controls and Procedures

 

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934 are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Our disclosure controls and procedures are also designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, to allow timely decisions regarding required disclosure.

 

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Under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting, as of November 30, 2017, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that the Company’s internal control over financial reporting was not effective as of November 30, 2017.

 

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of November 30, 2017 and identified the following material weaknesses: 

 

a)	Lack of audit committee. The Company does not have a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.
b)	Lack of proper segregation of duties due to limited personnel.
c)	Lack of a formal review process related to financial reporting that includes multiple levels of review.

 

The Company’s management is committed to improving the Company’s internal controls and will: (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities; (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel; and (3) may consider appointing outside directors and audit committee members in the future.

 

The Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, have discussed the material weakness noted above with the Company’s independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the three months ended November 30, 2017 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting the Company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

Item 1A. Risk Factors 

 

As a smaller reporting company, the Company is not required to provide this information.

 

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

 

The information required by this item was included in a Current Report on Form 8-K filed with the SEC on November 28, 2017 and need not be furnished again in this Report.

 

Item 3. Defaults upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other information

 

None.

 

Item 6. Exhibits

 

The exhibits required to be furnished pursuant to Item 6 are listed in the Exhibit Index filed herewith, which Exhibit Index is incorporated herein by reference.

 

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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.

 

	TRAQER CORP.
Date: January 16, 2018
	By:	/s/ Limei Jiang
		Limei Jiang Chief Executive Officer (Principal Executive Officer)

 

Date: January 16, 2018
	By:	/s/ Limei Jiang
		Limei Jiang
		Chief Financial Officer and Treasurer (Principal Financial Officer and Chief Accounting Officer)

 

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EXHIBIT INDEX

 

Exhibit				Incorporated by Reference						Filed
Number		Exhibit Description		Form		Date		Number		Herewith
2.1		Exchange Agreement, dated as of November 27, 2017, by and among Traqer Corp., Donggao International Group Shares Limited, and holders of all of the outstanding capital stock of Donggao, dated November 27, 2017		8-K		11/28/2017		2.1
3.1		Amended and Restated Articles of Incorporation of the Registrant		DEF 14C		10/6/2017		Appendix A
3.2		Bylaws of the Registrant		S-1		10/21/2015		3.2
31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 153-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002								x
31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 153-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002								x
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*								x
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*								x
101.INS		Instance								x
101.SCH		Taxonomy Extension Schema								x
101.CAL		Taxonomy Extension Calculation								x
101.LAB		Taxonomy Extension Labels								x
101.PRE		Taxonomy Extension Presentation								x
101.DEF		Taxonomy Extension Definition								x

_________ 

* Furnished herewith.

 

 

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