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: May 31, 2018

 

¨	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: 000-55729

 

Traqer Corp.

(Exact 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

(Address of principal executive offices, Zip Code)

 

+86-760-22826604

(Registrant’s telephone number, including area code)

 

___________________________________________________________

(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. 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 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, 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	¨	(Do not check if a smaller reporting company)	Smaller reporting company	x
			Emerging growth company	x

 

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). Yes x No ¨

 

The number of shares outstanding of each of the issuer’s classes of common stock, as of July 16, 2018 is as follows:

 

Class of Securities		Shares Outstanding
Common Stock, $0.001 par value		5,761,500

 

TRAQER CORP.

 

 

TABLE OF CONTENTS

 

PART I FINANCIAL INFORMATION
Item 1.	Financial Statements.				1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.				9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.				11
Item 4.	Controls and Procedures.				11
PART II
OTHER INFORMATION
Item 1.	Legal Proceedings.				13
Item 1A.	Risk Factors.				13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.				13
Item 3.	Defaults Upon Senior Securities.				13
Item 4.	Mine Safety Disclosures.				13
Item 5.	Other Information.				13
Item 6.	Exhibits.				13

  

i

 

PART I

FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

 

TRAQER CORP.

CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2018 AND 2017

 

Contents:			Page
Report of Independent Registered Public Accounting Firm			2
Balance Sheets			3
Statements of Operations			4
Statements of Cash Flows			5
Notes to Financial Statements			6 - 8

 

1

 

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 May 31, 2018, and the related condensed statements of income and comprehensive income for the three-month and nine-month periods ended May 31, 2018, and condensed statements of cash flows for the nine-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.

 

/s/ WWC, P.C.      

Certified Public Accountants

 

San Mateo, California

July 11, 2018

 

We have served as the Company’s auditor since 2017.

 

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Traqer Corp.

Unaudited Balance Sheets

As of May 31, 2018 and August 31, 2017

 

		May 31,				August 31,
		2018				2017
						(Audited)
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current liabilities
Accounts payable & accrued liabilities		$	8,378			$	12,000
Related party payable			65,763				-
			74,141				12,000
Total liabilities		$	74,141			$	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			(372,917	)			(310,775	)
Total stockholders’ deficiency			(74,141	)			(12,000	)
Total liabilities and stockholders’ deficiency		$	-			$	-

 

See accompanying notes to financial statements.

 

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Traqer Corp.

Unaudited Statements of Operations

For the three-month and nine-month periods ended May 31, 2018 and 2017

 

		For the three-month periods ended May 31,								For the nine-month periods ended May 31,
		2018				2017				2018				2017
REVENUE
Service revenue, net		$	-			$	1,285			$	-			$	3,603
OPERATING EXPENSES
Software development			-				-				-				10,000
General and administrative			779				4,950				5,738				19,470
Professional fees			14,951				19,826				56,404				83,849
Total Operating Expenses			15,730				24,776				62,142				113,319
Net loss before provision for income taxes			(15,730	)			(23,491	)			(62,142	)			(109,716	)
OTHER INCOME/(EXPENSE)
Interest expense			-				(7,113	)			-				(7,113	)
Gain on settlement of accounts payable			-				-				-				11,682
Total Other Income/(Expense)			-				(7,113	)			-				4,569
Provision for income taxes			-				-				-				-
NET LOSS		$	(15,730	)		$	(30,604	)		$	(62,142	)		$	(105,147	)
Net loss per share - basic and diluted			(0.00	)			(0.00	)			(0.01	)			(0.02	)
Weighted average number of shares outstanding during the period - basic and diluted			5,761,500				5,761,500				5,761,500				5,761,500

 

See accompanying notes to financial statements

 

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Traqer Corp.

Unaudited Statements of Cash Flows

For the nine-month periods ended May 31, 2018 and 2017

 

		For the nine-month periods ended May 31,
		2018				2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(62,142	)		$	(105,147	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on settlement of accounts payable			-				(11,682	)
Imputed interest on notes payable to related parties							7,113
Changes in operating assets and liabilities:
Increase in accounts receivable			-				(720	)
(Decrease)/increase in accounts payable			(3,622	)			39,227
Increase in accrued expenses - related party			-				(4,094	)
Increase in deferred revenue			-				964
Net Cash Used In Operating Activities			(65,764	)			(74,339	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable - related party			-				72,550
Increase in related party payable			65,764				-
Net Cash Provided By Financing Activities			65,764				72,550
NET INCREASE IN CASH			-				(1,789	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		$	-			$	4,385
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	-			$	2,596
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes		$	-			$	-
Cash paid for interest expense		$	-			$	-

 

See accompanying notes to financial statements

 

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Traqer Corp.

Notes to Financial Statements

 

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 $372,916 as of May 31, 2018, and cash used in operations of $65,764 for the nine-month period ended May 31, 2018. 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.

 

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.

 

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Traqer Corp.

Notes to Financial Statements

 

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 financial statements.

 

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 May 31, 2018, there were advances of $65,764 from the current shareholder for the purpose of operating the Company.

 

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Traqer Corp.

Notes to Financial Statements

 

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 May 31, 2018 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 management’s discussion and analysis should be read in conjunction with our financial statements and the notes thereto and the other financial information appearing elsewhere in this report. Our financial statements are prepared in U.S. dollars and in accordance with U.S. GAAP.

 

Special Note Regarding Forward Looking Statements

 

In addition to historical information, this report contains forward-looking statements. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future. 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. Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.

 

Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.

 

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.

 

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 intend 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. However, the exchange transaction has not been consumed yet. The parties to the share exchange agreement have agreed to close the exchange transaction as soon as practicable. We cannot make any assurances that the exchange transaction will be consummated eventually. If it fails to consummate, our business purpose will be to continue to seek the acquisition of, or merger with, an existing company with meaningful operations.

 

If the transactions contemplated by the share exchange agreement are completed, we will become engaged in active business operations through Donggao and its wholly owned subsidiaries and affiliated entities, there will be a change of control in the Company and a change in management.

 

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.

 

We incurred a net loss of $62,142 for the nine months ended May 31, 2018. As of May 31, 2018, we had an accumulated deficit of $372,916. 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.

 

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Results of Operations

 

Comparison of Three Months Ended May 31, 2018 and 2017

 

Revenues

 

We had revenue of $0 and $1,285 for the three months ended May 31, 2018 and 2017, 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 $15,730 and $24,776 for the three months ended May 31, 2018 and 2017, respectively. For the three months ended May 31, 2018, $779 of the total operating expenses was general and administrative expenses. The remaining $14,951 was professional fees associated with the public company reporting expenses.

 

Net Loss

 

During the three months ended May 31, 2018 and 2017, we incurred a net loss of $15,730 and $30,604, respectively.

 

Comparison of Nine Months Ended May 31, 2018 and 2017

 

Revenues

 

We had revenue of $0 and $3,603 for the nine months ended May 31, 2018 and 2017, respectively.

 

Operating Expenses

 

We incurred total operating expenses of $62,142 and $113,319 for the nine months ended May 31, 2018 and 2017, respectively. For the nine months ended May 31, 2018, $5,738 of the total operating expenses was general and administrative expenses. The remaining $56,404 was professional fees associated with the public company reporting expenses.

 

Net Loss

 

During the nine months ended May 31, 2018 and 2017, we incurred a net loss of $62,142 and $105,147, respectively.

 

Liquidity and Capital Resources

 

As of May 31, 2018, the Company had a working capital deficit of $74,141, an accumulated deficit of $372,916 and did not earn any revenue 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.

 

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		Nine Months Ended May 31,
		2018				2017
Net cash (used in) operating activities		$	(65,764	)		$	(74,339	)
Net cash (used in) provided by investing activities			0				0
Net cash provided by financing activities			65,764				72,550
Net decrease in cash and cash equivalents			0				(1,789	)
Cash and cash equivalents at the beginning of period			0				4,385
Cash and cash equivalents at the end of period		$	0			$	2,596

 

Operating Activities

 

Net cash used in operating activities was $65,764 for the nine months ended May 31, 2018, as compared to $74,339 net cash used in operating activities for the nine months ended May 31, 2017. The cash used in operating activities during the nine months ended May 31, 2018 and 2017, was primarily related to the Company’s net losses.

 

Investing Activities

 

Net cash used in investing activities was $0 for the nine months ended May 31, 2018, as compared to $0 net cash used in investing activities for the nine months ended May 31, 2017.

 

Financing Activities

 

Net cash provided by financing for the nine months ended May 31, 2018 was $65,764, as compared to $72,550 for the nine months ended May 31, 2017. The cash provided by financing activities during the nine months ended May 31, 2018 were advances from the current shareholder for the purpose of operating the Company.

 

Off-Balance Sheet Transactions

 

We do not have 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 that is material to investors.

 

Contractual Obligations

 

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

 

Critical Accounting Policies

 

Our condensed financial information has been prepared in accordance with U.S. GAAP, which requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed 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. Actual results may differ from these estimates under different assumptions or conditions. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application. There have been no material changes to the critical accounting policies previously disclosed in our audited financial statements for the year ended August 31, 2017 included in the Annual Report on Form 10-K filed on December 13, 2017.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

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As required by Rule 13a-15 under the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2018. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports 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 and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

 

Management conducted its evaluation of disclosure controls and procedures under the supervision of our chief executive officer and chief financial officer. Based upon, and as of the date of this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of May 31, 2018 due to the following material weaknesses that our management identified in our internal control over financial reporting as of May 31, 2018:

 

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

 

Except for the matters described above, there were no changes in our internal controls over financial reporting during the quarter ended May 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II

OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. We are currently not aware of any legal proceedings or claims that would require disclosure under Item 103 of Regulation S-K. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

 

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.

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

ITEM 6. EXHIBITS.

 

The following exhibits are filed as part of this report or incorporated by reference:

 

Exhibit No.		Description
31.1		Certifications of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certifications of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

 

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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.

 

Date: July 18, 2018

 

	TRAQER CORP.
	By:	/s/ Limei Jiang
		Limei Jiang
		Chief Executive Officer and Chief Financial Officer

 

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Table of Contents

 

EXHIBIT INDEX

 

Exhibit No.		Description
31.1		Certifications of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certifications of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

 

 

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