UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 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: 000-55026

China Soar Information Technology, Inc

(Exact name of registrant as specified in its charter)

 

Delaware		47-1722026
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
12 Harcourt Road, Bank of America Tower, Suite 1308 Central, Hong Kong		N/A
(Address of principal executive offices)		(Zip Code)

 

(Former name if changed since last report)

 

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X]Yes [ ] No

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

 

Large accelerated filer		[  ]		Accelerated filer		[  ]
Non-accelerated filer		[  ] (Do not check if a smaller reporting company)		Smaller reporting company		[X]

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

[X ] Yes [ ] No

 

State the number of shares outstanding of each of the issuer’s classes of common equity: As of December 15, 2015, there were 75,000,000 shares of common stock outstanding.

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TABLE OF CONTENTS 

CHINA SOAR INFORMATION TECHNOLOGY, INC.

INDEX 

 

PART I-FINANCIAL INFORMATION

 

 

 

DESCRIPTION	Page No.
ITEM 1 FINANCIAL STATEMENTS	F-1
Balance Sheets at October 31, 2015 (unaudited) and July 31, 2015	F-2
Statements of Operations for the Three Months ended October 31, 2015 and 2014 (unaudited)	F-3
Statements of Cash Flows for the Three Months ended October 31, 2015 and 2014 (unaudited)	F-4
Notes to Unaudited Financial Statements	F4-F5
ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3
ITEM 4 CONTROLS AND PROCEDURES	3
PART II-OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS	3
ITEM 1A RISK FACTORS	3
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3
ITEM 3 DEFAULTS UPON SENIOR SECURITIES	3
ITEM 4 MINE SAFETY DISCLOSURES	4
ITEM 5 OTHER INFORMATION	4
ITEM 6 EXHIBITS	4
SIGNATURES	4

 

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PART I-FINANCIAL INFORMATION

 ITEM 1 FINANCIAL STATEMENTS

 CHINA SOAR INFORMATION TECHNOLOGY, INC.

BALANCE SHEETS 

 

		As of October 31, 2015 (unaudited)				As of July 31, 2015
ASSETS
TOTAL ASSETS		$	-			$	-
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accrued expenses		$	4,690			$	-
Total Current Liabilities			4,690				-
TOTAL LIABILITIES			4,690				-
Stockholder’s Equity (Deficit)
Preferred stock ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding, respectively)			-				-
Common stock ($.0001 par value, 500,000,000 shares authorized, 75,000,000 shares issued and outstanding as of October 31, 2015 and July 31, 2015)			7,500				7,500
Additional Paid-in Capital			36,402				19,402
Accumulated Deficit			(48,592)				(26,902)
Total Stockholder’s Equity  (Deficit)			(4,690)				-
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)		$	-			$	-

See Accompanying Notes to Unaudited Financial Statements

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CHINA SOAR INFORMATION TECHNOLOGY, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

 

		Three Months Ended October 31, 2015				Three Months Ended October 31, 2014
Revenues		-				-
Total Revenues		-				-
General & Administrative Expenses:
Organization and related expenses		410				-
Professional fees		21,280				1,000
Total General & Administrative Expenses		21,690				1,000
Net Loss	$	(21,690)			$	(1,000)
Basic and Diluted Net Loss Per  Common Share	$	(0.00)			$	(0.00)
Weighted average number of common shares outstanding- Basic and Diluted		75,000,000				20,000,000

 

 

See Accompanying Notes to Unaudited Financial Statements

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CHINA SOAR INFORMATION TECHNOLOGY, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

		Three Months Ended October 31, 2015		Three Months  Ended October 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(21,690)		$	(1,000)
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:
Expenses contributed to capital		17,000			2,000
Changes in current assets and liabilities:
Accounts payable-related party		-			-
Accrued expenses		4,690			(1,000)
Net cash used in operating activities		-			-
Net increase in cash and cash equivalents		-			-
Cash and cash equivalents at beginning of year		-			-
Cash and cash equivalents at end of year	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	-		$	-
Income taxes	$	-		$	-

 

See Accompanying Notes to Unaudited Financial Statements

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CHINA SOAR INFORMATION TECHNOLOGY, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

OCTOBER 31, 2015

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

China Soar Information Technology, Inc., a Delaware corporation (“the Company”) formerly known as Go Public II, Inc. was incorporated under the laws of the State of Delaware on July 22, 2013. On May 26, 2015, our former director, Thomas DeNunzio resigned and Mu Chun Lin was appointed as our sole president, CEO, CFO and director. Mu Chun Lin also became our sole shareholder. We changed our name from Go Public II, Inc. to China Soar Information Technology with the Delaware Secretary of State on June 16, 2015. The Company elected July 31st as its fiscal year ending date.

 

We currently own a piece of intellectual property to utilize, market, further develop and sell in North America, South America and Europe a software application called (“MIMA”) to entrepreneurs and small businesses whereas any merchant can easily create a WEB/WAP e-commerce website or cell phone client and enterprise mobile management information system by themselves. Merchants will not have to rent network hardware operation system, entrust software development and recruit professional management. Instead, we can offer the required network infrastructure, software and hardware platform for the merchant with a low monthly fee. MIMA was created, owned and developed by our director, Mu Chun Lin over the course of ten years. Mu Chun Lin sold the intellectual property to us on August 24, 2015. The bill of sale is attached as exhibit 10.2 to our Form 8K filed on August 31, 2015.

  

NOTE 2 - BaSIS OF PRESENTATION 

BASIS OF PRESENTAION

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present the financial position, results of operations and cash flows for the stated periods have been made. Except as described below, these adjustments consist only of normal and recurring adjustments. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted. These financial statements should be read in conjunction with a reading of the Company’s financial statements and related notes as filed with the Company’s Form 10-K annual report filed with the Securities and Exchange Commission (“SEC”) on November 13, 2015. Interim results of operations for the three months ended October 31, 2015 are not necessarily indicative of future results for the full year. Certain amounts from the 2015 period have been reclassified to conform to the presentation used in the current period.

 

NOTE 3 - GOING CONCERN

The accompanying financial statements are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction of liabilities in the normal course of business. The Company has no current revenue sources. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s management plans to engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue - producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. 

 

NOTE 4 - RELATED-PARTY TRANSACTIONS

 

Equity - Additional paid in capital

 

During the three months ended October 31, 2015, related party Mr Mu Chun Lin contributed $17,000 into additional paid-in capital to fund operating expenses.

 

Commitment – Software license

 

On August 24, 2015, The Company entered into exclusive, three year , royalty software licensing agreement with Zhengzhou Xiangtian Information Technology Company Limited, a PRC Corporation which is controlled by our sole director, Mu Chun Lin. The geographic areas covered by the licensing agreement are for China and Hong Kong.

 

The terms and conditions of the agreement are as follows:

 

The Company has an exclusive, 3 year term, royalty bearing license under Licensor's intellectual property rights to use, demonstrate, market, offer for sale, sell, license, and/or otherwise distribute the Software Platform to China and Hong Kong. Ownership of the software is remained with the licensor.

(a) Licensee shall pay to Licensor royalties in a sum equal to 45% of the gross revenue of Licensee in respect of the Software licensed under this Agreement.

(b) Licensee shall pay to Licensor an annual renewal fee of $25,000 due on or before the anniversary date of the license.

(c) Licensee and Licensor shall agree to an annual support fee based on total annual revenue.

(d) The annual license fee and support fee for the initial year is waived.

 

Upon default by a Party, the other Party will have the right to terminate this agreement and will be entitled to exercise any and all rights and remedies available to it at law or in equity.

 

Mu Chun Lin sold the intellectual property to the Company on August 24, 2015. The bill of sale is attached as exhibit 10.2 to our Form 8K filed on August 31, 2015. The Company evaluated the purchase of the IP and determined that is should be accounted for at the historical carry over basis under US GAAP which is $0.

  

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ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

FORWARD LOOKING STATEMENTS

 

This Quarterly Report of China Soar Information Technology, Inc. on Form 10-Q contains forward-looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,” and similar expressions. These statements reflect management's best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management's Discussion and Analysis of Financial Condition and Results of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guarantee, or warranty is to be inferred from those forward-looking statements.

 

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our financial statements.

 

While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

 

For a full description of our critical accounting policies, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2015 Annual Report on Form 10-K.

 

PLAN OF OPERATION

 

We plan to operate as a business to consumer, (B2C) to provide services to retailers that enable them to access, build, change, monitor and manage their e-commerce website from the convenience of their mobile telephone. We will have a full range of services and

resources to work with customers towards achieving our customers’ mobile website and marketing goals. We will provide access to our services that are intended to be tailored to each customers’ marketing and website needs. We are not currently in any discussions with businesses or individuals but we do plan on it in order to maximize our business potential and distribution reach. No assurances can be provided that any agreement will be reached. We believe we are in a unique position to capitalize on the North American, European, South American market and gain a first move advantage to deliver a transparent and customer focused mobile marketing solution. Our primary focus will be small, middle and large businesses as well as individuals within North America. There are approximately 469.58 (according to Google) million people in North America, which makes it one of the most populous continents in the world and this represents our initial target market. We plan to offer mobile website and marketing solutions for a monthly fee to customers in North America. At the initial stages of our business plan all of our customers will have access to the standard MIMA features, including, free mobile-optimized templates, Premium industry-specific templates, Premium customized templates, Free web address(domain name), Premium customized web address(domain name), SEO-friendly domain name suggestions, instant, easy search engine optimization, (SEO), Social apps, reach your audience instantly ability, with all features having the ability to build, promote and market a customer's website either online or from the convenience of your mobile phone or tablet, free software upgrades. In addition, we will also offer as standard MIMA features, add maps and directions, daily deals promotion, add photos and videos instantly, secure cloud storage, automatic data back-up, analytics and reports, mobile editing and updating, fast loading pages, E-commerce tools, easy-to-use dashboard, and click to call. A material challenge to our business operations will be getting enough customers. In order to achieve this goal we will have to create incentives through advertising and other marketing venues, also, through a referral program for our customers to inform others of our services. We will encourage customers to share news about their services through email, Facebook, and Twitter, and other social media websites. If we are unable to attract customers it may have a material impact on our revenues or income or may result in our liquidity decreasing.

RESULTS OF OPERATIONS

 

For the three months ended October 31, 2015 and 2014.

We had no revenue in the three month periods ending October 31, 2015 and 2014. Our operating expenses were $21,690 and $1,000 for the three months ended October 31, 2015 and 2014, respectively. Operating expenses were solely general and administrative in nature and consisted primarily of professional fees. The increase in operating expenses is primarily attributable to increased audit and review fees and consulting fees. Our net losses equaled our operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

We have no known demands or commitments and are not aware of any events or uncertainties as of October 31, 2015 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.

 

We had no material commitments for capital expenditures as of October 31, 2015 and July 31, 2015. However, we do have a material commitment regarding a software license and royalty agreement that we entered into on August 24, 2015 with Zhengzhou Xiangtian Information Technology Company Limited, a PRC Corporation that is controlled by our sole director, Mu Chun Lin.

 

As of October 31, 2015 we had no cash and no current assets. The Company received software from our sole director, Mu Chun Lin on August 24, 2015. The Company evaluated the purchase of the IP and determined that is should be accounted for at the historical carry over basis under US GAAP which is $0.

We had current liabilities of $4,690.

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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.

 

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that are 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 SEC’s rules and forms, 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 disclosure. In designing and evaluating the disclosure controls and procedures, management recognized 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 necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of October 31, 2015. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were ineffective.

 

For a full discussion of our internal control over financial reporting, please refer to Item 9A, “Controls and Procedures”, in our 2015 Annual Report on Form 10-K.

Changes in Internal Controls over Financial Reporting

There have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal period ended July 31, 2015 that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II-OTHER INFORMATION

 

ITEM 1

LEGAL PROCEEDINGS

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

 

ITEM 1A

RISK FACTORS

As a “smaller reporting company” defined by Item 10 of Regulation S-K, the Company is 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.

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ITEM 4

MINE SAFETY DISCLOSURES

Not applicable.

 

ITEM 5

OTHER INFORMATION

None.

 

ITEM 6

EXHIBITS

 

(a)	Exhibits required by Item 601 of Regulation S-K.

 

Exhibit No.		Description

 

3.1		Certificate of Incorporation, as filed with the Delaware Secretary of State on July 22, 2013. (1)
3.2		By-laws. (1)
31.1		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-Q for the quarter ended October 31, 2014. (2)
32.1		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)
101.INS		XBRL Instance Document (3)
101.SCH		XBRL Taxonomy Extension Schema (3)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase (3)
101.DEF		XBRL Taxonomy Extension Definition Linkbase (3)
101.LAB		XBRL Taxonomy Extension Label Linkbase (3)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase (3)

 ____________________

(1)	Filed as an exhibit to the Company's Registration Statement on Form 10, as filed with the SEC on August 22, 2013, and incorporated herein by this reference.
(2)	Filed herewith.
(3)	Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

   

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

 

China Soar Information Technology, Inc.

(Registrant)

 

By: /s/ Mu Chun Lin____________________________________

        Mu Chun Lin, Chief Executive Officer and Chief Financial Officer

        Dated: December 15, 2015

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

 

By: /s/ Mu Chun Lin____________________________________

       Mu Chun Lin, Chief Executive Officer and Chief Financial Officer

        Dated: December 15, 2015

 

 

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