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 June 30, 2015

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: 333-192272

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 (§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 (Check one).

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [  ]

As of July 27, 2015 there were 146,000,000 shares of the issuer's common stock, par value $0.001, issued and outstanding.

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ASIA EQUITY EXCHANGE GROUP, INC.

(formerly I IN THE SKY, INC.)

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015

TABLE OF CONTENTS

 

		PAGE
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	17
Item 4.	Controls and Procedures.	18
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	19
Item 1A.	Risk Factors.	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	19
Item 3.	Defaults Upon Senior Securities.	19
Item 4.	Mine Safety Disclosures.	19
Item 5.	Other Information.	19
Item 6.	Exhibits	20
	SIGNATURES	21

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PART I - FINANCIAL INFORMATION

Item 1.      Financial Statements.

ASIA EQUITY EXCHANGE GROUP, INC.

INDEX TO INTERIM FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2015

(UNAUDITED)

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

4

Note:  all shares presented have been retroactively adjusted for the effect of a 10 for 1 forward stock split, approved by our Board of Directors on July 8, 2015.

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

5

Note:  all shares presented have been retroactively adjusted for the effect of a 10 for 1 forward stock split, approved by our Board of Directors on July 8, 2015.

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

6

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

7

ASIA EQUITY EXCHANGE GROUP, INC.

Notes to the Interim Financial Statements

June 30, 2015

(Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Asia Equity Exchange Group, Inc. (formerly I in the Sky, Inc.) is a Nevada corporation incorporated on July 15, 2013.  It is based in Shenzhen, China.  The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company's fiscal year end is September 30.

The Company intends to develop products and systems to improve the availability of information and transparency in Chinese equity markets.  To date, the Company's activities have been limited to its formation and the raising of equity capital.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X.  Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading.  The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Basis of Presentation

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").  The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States.

Use of Estimates

The preparation of 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 and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.  The Company had $15,117 and $38,691 in cash and cash equivalents as of June 30, 2015 and September 30, 2014, respectively.

Net Loss Per Share of Common Stock

The Company has adopted ASC Topic 260, "Earnings per Share," ("EPS") which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation.  In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

 

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The following table sets forth the computation of basic earnings per share, for the three and nine months ended June 30, 2015 and 2014:

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Concentrations of Credit Risk

The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables that it will likely incur in the near future.  The Company places its cash and cash equivalents with financial institutions of high credit worthiness.  At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.  The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Financial Instruments

The Company follows ASC 820, "Fair Value Measurements and Disclosures," which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The carrying values of our financial instruments, including, cash and cash equivalents, prepaid expenses, accounts payable, and accrued expenses approximate their fair value due to the short maturities of these financial instruments. We do not have financial assets or liabilities that are measured at fair value on a recurring basis as of June 30, 2015 and September 30, 2014.

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Share-based Expenses

ASC 718 "Compensation – Stock Compensation" prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired.  Transactions include incurring liabilities, or issuing or offering to issue shares, options,  and other equity instruments such as employee stock ownership plans and stock appreciation rights.  Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, "Equity – Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable:  (a) the goods or services received; or (b) the equity instruments issued.  The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.  

Research and Development

The Company does not engage in research and development as defined in ASC Topic 730, "Accounting for Research and Development Costs."

Advertising Costs

The Company follows ASC 720, "Advertising Costs," and expenses costs as incurred.  No advertising costs were incurred for the period ending June 30, 2015.

Related Parties

The Company follows ASC 850, "Related Party Disclosures," for the identification of related parties and disclosure of related party transactions. See note 6.

Commitments and Contingencies

The Company follows ASC 450-20, "Loss Contingencies," to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.  There were no commitments or contingencies as of June 30, 2015.

Revenue Recognition

The Company will recognize revenue from the sale of products and services in accordance with ASC 605,"Revenue Recognition."  No revenue has been recognized since inception.  However, the Company will recognize revenue only when all of the following criteria have been met:

i)

Persuasive evidence for an agreement exists;

ii)

Service has been provided;

iii)

The fee is fixed or determinable; and,

iv)

Collection is reasonably assured.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued. The Company's management believes that these recent pronouncements will not have a material effect on the Company's consolidated 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, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  As of June 30, 2015, the Company has a loss from operations of $35,031 an accumulated deficit of $113,902 and has earned no revenues since inception.  The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending September 30, 2015.

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.  In response to these problems, management intends to raise additional funds through public or private placement offerings.

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.

NOTE 4 - EQUITY

Preferred Stock

The Company has authorized 1,000,000 preferred shares with a par value of $0.001 per share.  The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

Common Stock

Effective July 22, 2015, the Company increased the number of authorized shares to 3,000,000,000 common shares with a par value of $0.001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

On July 8, 2015, the Company approved a 10 for 1 forward split of its common stock, under which each shareholder of record will receive nine (9) additional new shares of the Corporation's $0.001 par value stock for every one (1) old share outstanding.   All shares presented have been retroactively adjusted for the forward share split.

Since inception (July 15, 2013) to June 30, 2015, the Company has issued a total of 146,000,000 common shares (post-split) for cash of $60,000 and services of $12,200, as follows:

·

On August 12, 2013, the Company issued to its founders 110,000,000 shares of common stock at approximately $0.0001 per share, for services valued at $11,000.

·

On August 29, 2013, the Company issued to consultants 12,000,000 shares of common stock at approximately $0.0001 per share, for services valued at $1,200.

·

During March 2014, the Company issued 24,000,000 shares of common stock at approximately $0.0028 per share, for cash of $60,000.

 

 

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NOTE 5 - PROVISION FOR INCOME TAXES

The Company provides for income taxes under ASC 740, "Income Taxes." Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes for the following reasons:

Net deferred tax assets consist of the following components as of:

Due to the change in ownership provisions of the Income Tax laws of United States of America, net operating loss carry forwards of approximately $113,902 for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years.

Income taxes for the years ended September 30, 2014 and 2013 remain subject to examination.

NOTE 6 - RELATED PARTY TRANSACTIONS

Equity

On August 12, 2013, the Company issued 110,000,000 shares of its common stock to founders for services totaling $11,000.

Note Payable

As of June 30, 2015 and September 30, 2014, the Company was obligated to a director, for this non-interest bearing demand loan with a balance of $40,862. The Company plans to pay the loan back as cash flows become available.

Accounts Payable

As of June 30, 2015, the Company was obligated to a Company owned by a director, for professional fees totaling $20,000.  This fee was subsequently paid in July 2015.

Other

The controlling shareholders have pledged their support to fund continuing operations during the development stage; however there is no written commitment to this effect.  The Company is dependent upon the continued support.

Officers and directors of the Company may be involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face conflicts in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

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The Company does not own or lease property or lease office space. Office space used by the Company will be arranged by the officers of the Company to use at no charge, although there is no written agreement obligating them to do so.

The Company does not have employment contracts with its officers and directors of the Company.

The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

The Company has no commitments or contingencies as of June 30, 2015.

From time to time the Company may become a party to litigation matters involving claims against the Company.  Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company's financial position or results of operations.

NOTE 8 - SUBSEQUENT EVENTS

Effective July 6, 2015, the Board of Directors accepted the resignations of Michael Staples as President, CEO, CFO and Treasurer, and Joel Tweeten as Secretary.  Mr. Staples and Mr. Tweeten will retain their positions as Directors.  The Board of Directors appointed Liu Jun as President, Chief Executive Officer, Secretary and to the Board of Directors, effective immediately.  The Board of Directors appointed Peng Toa as Chief Technical Officer and to the Board of Directors, effective immediately. 

On July 8, 2015, the Company approved the change of the Company name and a change of the fiscal year end from September 30 to December 31. For disclosure purposes, the Company is presenting these financial statements based on the historical year end of September 30.

On July 22, 2015 the Board of Directors increased the authorized common shares of the Company to 3,000,000,000.  Additionally, on this date, the Board of Directors declared a forward stock split of 10 for 1 of its common shares. All shares presented have been retroactively adjusted for the effect of a 10 for 1 forward stock split.

Management has evaluated subsequent events through the date these financial statements were available to be issued.  Based on our evaluation no additional events have occurred that require disclosure.

 

 

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

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words "expects," "anticipates," "intends," "believes" and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the "Description of Business – Risk Factors" section in our Annual Report on Form 10-K, as filed on December 19, 2014.  You should carefully review the risks described in our Annual Report and in other documents we file from time to time with the Securities and Exchange Commission.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the "Company," "Asia Equity," "we," "us," or "our" are to Asia Equity Exchange Group, Inc.

Our unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Description of Business

We are a development-stage company and have not yet generated or realized any revenues from our business operations. Effective July 6, 2015, the Board of Directors accepted the resignations of Michael Staples, as President, CEO, CFO and Treasurer, and Joel Tweeten as Secretary.  Mr. Staples and Mr. Tweeten retain their positions as Directors.  The Board of Directors appointed Liu Jun as President, Chief Executive Officer, Secretary and Director, and appointed Peng Toa as Chief Technical Officer and Director.

With the appointment of Liu Jun and Peng Toa as officers and directors, we intend to focus on business opportunities in Asia in the financial services sector.  We believe that Chinese equities are subject to speculation by uninformed small investors. We intend to develop products and systems to improve the availability of information and transparency in Chinese equity markets.

It is our expectation that the government will provide a legal and regulatory environment that will enhance demand for our services.  However, unless and until our services are fully developed and implemented, we caution potential and actual shareholders of our common stock that there is insufficient public information available upon which to make an informed decision about the value of our stock. There can be no assurance that we will be successful in developing profitable services and systems, and we expect strong competition from other companies offering similar services.

Our auditors have issued a going concern opinion on our audited financial statements for the year ended September 30, 2014.  This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.  This is because we have not generated any revenues and no revenues are anticipated. Our only other source for cash at this time is investments by others and loans from a director, who is a former officer of the Company. On February 13, 2013, our registration statement became effective for the Offering ("the Offering") for sale of our common shares. On April 1, 2014, the Company closed its Offering and will not sell any additional shares under that Prospectus.  The Company sold 24,000,000 shares under the Prospectus, raising a total of $60,000.  At June 30, 2015, we had cash and cash equivalents on hand of $15,117

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Results of Operations

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

The following table provides selected financial data about our company as of June 30, 2015, and September 30, 2014.

 

We have generated no revenues since inception (July 15, 2013), and have incurred $113,902 in expenses through June 30, 2015.

For the Three and Nine Months Ended June 30, 2015 and 2014

 

 

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General and administrative expenses relate to our office and general expenses. Our general and administrative fees were $161 for the three months ended June 30, 2015 a decreased of $1,392 from the same period in 2014, primarily due to traveling expenses of approximately $825 and higher office expenses incurred in 2014.  Our general and administrative fees were $323 for the nine months ended June 30, 2015 a decreased of $4,544 from the same period in 2014, primarily due to traveling expenses of approximately $3,800 and higher office expenses incurred in 2014.

Our professional fees relate to fees for legal, accounting, transfer agent and consultants.  Our professional fees were $29,673 for the three months ended June 30, 2015 as compared to $4,821 for the same period in 2014, due to an accrual of $20,000 to a company owned by a director of the Company for professional fees and a $2,500 application fee paid in 2015 to the OTC Markets. Our professional fees were $34,708 for the nine months ended June 30, 2015, an increase of $9,063 as compared to $25,645 for the same period in 2014, due to an increase in consulting fees paid in 2015. On June 30, 2015, $20,000 fee was accrued, to an accounting services firm owned by a director of the Company, whereas in 2014 a $10,000 consulting fee was paid to an independent company.

Liquidity and Capital Resources

The following table provides selected financial data about our company as of June 30, 2015 and September 30, 2014.

 

Our working capital deficiency increased as of June 30, 2015 as compared to September 30, 2014, by $35,031 due to cash used of $15,241 and our accounts payable and accrued liabilities increasing by $19,790.  Our accounts payable increase primarily due to a $20,000 consulting fee accured to a company controlled by a director..

 

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Cash Flows from Operating Activities

During the nine month period ended June 30, 2015, cash used in operating activities was $23,574, as compared to $26,173 for the same period in 2014.

Cash Flows from Investing Activities

From inception (July 15, 2013) through June 30, 2015, we did not use any cash for investing activities. 

Cash Flows from Financing Activities

For the nine month period ended June 30 2015 we did not generate cash from financing activities. For the nine month period ended June 30, 2014, we generated $90,862 from financing activities, $30,862 as loans from an officer of the Company and $60,000 from the sale of our common shares to unaffiliated investors under our Prospectus.

Off-Balance Sheet Arrangements

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.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

As a "smaller reporting company", we are not required to provide the information required by this item.

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Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of June 30, 2015, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management is dominated by two individuals without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with his review of our financial statements as of June 30, 2015.

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended June 30, 2015, 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.

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A.  Risk Factors.

As a "smaller reporting company", we are not required to provide the information required by this Item.

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

None.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosure.

None.

Item 5.  Other Information.

On or about June 30, 2015, Liu Jun purchased 4,446,000 shares of our common stock from the then existing officers for the price of $0.01 per share.  On or about June 30, 2015, our previous officers sold their remaining shares of common stock to four (4) other unaffiliated shareholders for the purchase price of $0.01 per share.  Our previous officers no longer have any shareholdings in the Company.

 

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Item 6.  Exhibits.

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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.