SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

FORM 10-Q

 

(Mark One)

☒  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2016

 

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 000-55630

 

DOERS EDUCATION ASEAN LTD.

(Exact name of registrant as specified in its charter)

 

COLLINS ISLAND ACQUISITION CORPORATION

(Former name of registrant as specified in its charter)

 

Delaware		81-2141471
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

9454 Wilshire Boulevard, #612

Beverly Hills, California 90212

(Address of principal executive offices) (zip code)

 

310-888-1870

(Registrant’s telephone number, including area code)

 

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 ☒   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	☐	Smaller reporting company	☒
(do not check if a smaller reporting company)

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of stock, as of the latest practicable date.

 

Class		Outstanding at November 19, 2016
Common Stock, par value $0.0001		20,640,000
Documents incorporated by reference:		None

 

 

 

FINANCIAL STATEMENTS

 

Balance Sheet as of June 30, 2016 (unaudited)	1
Statement of Operations for the period from April 4, 2016 (Inception) to June 30, 2016 (unaudited)	2
Statement of Cash Flows for the period from April 4, 2016 (Inception) to June 30, 2016 (unaudited)	3
Notes to Financial Statements (unaudited)	4-8

 

 

DOERS EDUCATION ASEAN LTD.

BALANCE SHEET

  

		June 30,
		2016
		(Unaudited)
ASSETS
Current assets
Cash and cash equivalents		$	-
Total assets		$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued liabilities		$	2,000
Total liabilities			2,000
Stockholders’ deficit
Preferred stock, $0.0001 par value 20,000,000 shares authorized; none issued and outstanding			-
Common Stock, $0.0001 par value, 100,000,000 shares authorized; 20,000,000 shares issued and outstanding June 30, 2016			2,000
Discount on Common Stock			(2,000	)
Additional paid-in capital			856
Accumulated deficit			(2,856	)
Total stockholders’ deficit			(2,000	)
Total liabilities and stockholders’ deficit		$	-

 

 

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

 

 

DOERS EDUCATION ASEAN LTD.

STATEMENT OF OPERATIONS (UNAUDITED)

 

 

		For the period from April 4, 2016 (Inception) to June 30, 2016
Revenue		$	-
Cost of revenue			-
Gross profit			-
Operating expenses			2,856
Operating loss			(2,856	)
Loss before income taxes			(2,856	)
Income tax expense			-
Net loss		$	(2,856	)
Loss per share - basic and diluted		$	(0.00	)
Weighted average shares - basic and diluted			20,000,000

 

 

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

 

 

DOERS EDUCATION ASEAN LTD.

STATEMENT OF CASH FLOWS

(UNAUDITED)

 

		For the period from April 4, 2016 (Inception) to June 30, 2016
OPERATING ACTIVITIES
Net loss		$	(2,856	)
Non-cash adjustments to reconcile net loss to net cash:
Expenses paid for by stockholder and contributed as capital			856
Changes in Operating Assets and Liabilities:
Accrued liability			2,000
Net cash provided by (used in) operating activities			-
Net increase in cash		$	-
Cash, beginning of period			-
Cash, end of period		$	-
SUPPLEMENTAL DISCLOSURES:
Income tax paid		$	-
Interest paid		$	-

 

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

 

 

DOERS EDUCATION ASEAN LTD.

Notes to Unaudited Condensed Financial Statements

 

NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

NATURE OF OPERATIONS

 

Doers Education Asean Ltd. (formerly Collins Island Acquisition Corporation) (the “Company”) was incorporated on April 4, 2016 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders. The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange.

 

In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

 

BASIS OF PRESENTATION

 

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s unaudited condensed financial statements. Such unaudited condensed financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying unaudited condensed financial statements.

 

Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) were omitted pursuant to such rules and regulations. The results for the period from April 4, 2016 (Inception) to June 30, 2016, are not necessarily indicative of the results to be expected for the year ending December 31, 2016.

 

USE OF ESTIMATES

 

The preparation of unaudited condensed financial statements in conformity with GAAP 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 condensed financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

 

 

DOERS EDUCATION ASEAN LTD.

Notes to Unaudited Condensed Financial Statements

 

CASH AND CASH EQUIVALENTS

 

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash and cash equivalents as of June 30, 2016. 

 

CONCENTRATION OF RISK

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of June 30, 2016.

 

INCOME TAXES

 

Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of June 30, 2016 there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

 

LOSS PER COMMON SHARE

 

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of June 30, 2016, there are no outstanding dilutive securities.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the unaudited condensed financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the unaudited condensed financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

 

DOERS EDUCATION ASEAN LTD. 

Notes to Unaudited Condensed Financial Statements

 

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

Level 3 inputs are unobservable inputs for the asset or liability.

 

The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

On November 20, 2015, FASB issued ASU-2015-17-Income Taxes. The Board is issuing this Update as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative). The objective of the Simplification Initiative is to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The Company is still in the process of evaluating future impact of adopting this standard.

 

On June 12, 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2015-10-Technical Corrections and Improvements. The amendments in this Update cover a wide range of Topics in the Codification. The amendments in this Update represent changes to make minor corrections or minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2014-240-Technical Corrections and Improvements, which has been deleted. Transition guidance varies based on the amendments in this Update. The amendments in this Update that require transition guidance are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. All other amendments will be effective upon the issuance of this Update. Management is in the process of assessing the impact of this ASU on the Company’s financial statements.

 

 

DOERS EDUCATION ASEAN LTD.

Notes to Unaudited Condensed Financial Statements

 

On April 30, 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2015-06 Earnings Per Share (Topic 260): Effects on Historical Earnings per Units of Master Limited Partnership Dropdown Transactions. Under Topic 260, Earnings Per Share, master limited partnerships (MLPs) apply the two-class method to calculate earnings per unit (EPU) because the general partner, limited partners, and incentive distribution rights holders each participate differently in the distribution of available cash. When a general partner transfers (or “drops down”) net assets to a master limited partnership and that transaction is accounted for as a transaction between entities under common control, the statements of operations of the master limited partnership are adjusted retrospectively to reflect the dropdown transaction as if it occurred on the earliest date during which the entities were under common control. The amendments in this Update specify that for purposes of calculating historical EPU under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner interest, and previously reported EPU of the limited partners would not change as a result of a dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs also are required. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-14A Earnings Per Share Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions (Topic 260), which has been deleted. Effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. The amendments in this Update should be applied retrospectively for all financial statements presented. Management is in the process of assessing the impact of this ASU on the Company’s financial statements.

 

In January 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2015-01 Income Statement Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. The objective of this Update is to simplify the income statement presentation requirements in Subtopic 225-20 by eliminating the concept of extraordinary items. Extraordinary items are events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence. Eliminating the extraordinary classification simplifies income statement presentation by altogether removing the concept of extraordinary items from consideration. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2014-220 Income Statement Extraordinary Items (Subtopic 225-20), which has been deleted. Effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The effective date is the same for both public business entities and all other entities. Management is in the process of assessing the impact of this ASU on the Company’s financial statements.

 

NOTE 2 - GOING CONCERN

 

The Company has not yet generated any revenue since inception to date and has sustained operating loss of $2,856 during the period from April 4, 2016 (Inception) to June 30, 2016. The Company had a working capital deficit of $2,000 and an accumulated deficit of $2,856 as of June 30, 2016. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.

 

The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The unaudited condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 

In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.

 

 

DOERS EDUCATION ASEAN LTD.

Notes to Unaudited Condensed Financial Statements

 

NOTE 3 - ACCRUED LIABILITIES

 

As of June 30, 2016, the Company had an accrued professional fee of $2,000.

 

NOTE 4 - STOCKHOLDERS’ DEFICIT

 

On April 4, 2016, the Company issued 20,000,000 founders common stock to two directors and officers. The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of June 30, 2016, 20,000,000 shares of common stock and no preferred stock were issued and outstanding.

 

NOTE 5 - SUBSEQUENT EVENT

 

Management has evaluated subsequent events through November 19, 2016, the date which the financial statements were available to be issued. All subsequent events requiring recognition as of June 30, 2016 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events”, except as follows:

 

Subsequent to the period of time covered by this report, the Company effected a change in control and filed a Form 8-K on July 27, 2016 reporting the following events:

 

On July 24, 2016 the Company redeemed an aggregate of 19,500,000 shares of the 20,000,000 outstanding of common stock, pro rata, from the then two shareholders. James M. Cassidy resigned as the Company’s president, secretary and director and James McKillop resigned as the Company’s vice president and director.

 

Lin Wei-Hsien was named the sole director of the Company and was appointed its President, Secretary and Treasurer.

 

On July 25, 2016, the Company issued 19,000,000 shares to Lin Wei-Hsien, its new sole officer and director and 500,000 shares to Daz Mc Securities.

 

As part of the change in control, the Company changed its name to Doers Education Asean Ltd.

 

On September 30, 2016, the Company issued 640,000 shares of its common stock to 38 shareholders for $64 at par value.

 

 

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

 

Doers Education Asean Ltd. (formerly “Collins Island Acquisition Corporation”) was incorporated on April 4, 2016 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Doers Education Asean Ltd. (“Doers” or the “Company”) is a blank check company and qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act which became law in April, 2012.

 

Since inception Doers’ operations to date of the period covered by this report have been limited to issuing shares of common stock to its original shareholders and filing a registration statement on Form 10 on May 2, 2016 with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 as amended to register its class of common stock. Subsequent to the date covered by this report, the Company effected a change of control.

 

Doers has no operations nor does it currently engage in any business activities generating revenues. Subsequent to the change of control which occurred subsequent to the date covered by this report, the Company anticipates that it will effect a business combination to develop its business plan focused on business education and development.

 

A combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended.

 

No assurances can be given that the Company will be successful in locating or negotiating with any target company.

 

As of June 30, 2016 Doers had not generated revenues and had no income or cash flows from operations since inception. Doers had sustained net loss of $2,856 and an accumulated deficit of $2,856 for the period from April 4, 2016 (Inception) to June 30, 2016.

 

The Company’s independent auditors have issued a report raising substantial doubt about the Company’s ability to continue as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for the combination of that target company with the Company

 

Management pays all expenses incurred by Doers. There is no expectation of repayment for such expenses.

 

SUBSEQUENT EVENT

 

On July 24, 2016 the Company redeemed an aggregate of 19,500,000 shares of the 20,000,000 outstanding of common stock, pro rata, from the then two shareholders. James M. Cassidy resigned as the Company’s president, secretary and director and James McKillop resigned as the Company’s vice president and director.

 

Lin Wei-Hsien was named the sole director of the Company and was appointed its President, Secretary and Treasurer.

 

On July 25, 2016, the Company issued 19,000,000 shares to Lin Wei-Hsien, its new sole officer and director and 500,000 shares to Daz Mc Securities.

 

As part of the change in control, the Company changed its name to Doers Education Asean Ltd.

 

On September 30, 2016, the Company issued 640,000 shares of its common stock to 38 shareholders for $64 at par value. 

 

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Information not required to be filed by Smaller reporting companies.

 

 

ITEM 4. Controls and Procedures.

 

Disclosures and Procedures

 

Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report under the supervision and with the participation of the Company’s principal executive officer (who is also the principal financial officer).

 

Based upon that evaluation, he believes that the Company’s disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

This Quarterly Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Quarterly Report.

 

Changes in Internal Controls

 

There was no change in the Company’s internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

PART II — OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

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

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

During the past three years, the Company has issued 20,000,000 common shares pursuant to Section 4(2) of the Securities Act of 1933 at par as follows:

 

On April 4, 2016. the Company issued the following shares of its common stock:

 

Name		Number of Shares
James Cassidy		10,000,000
		9,750,000 redeemed July 24, 2016
James McKillop		10,000,000
		9,750,000 redeemed July 24, 2016

 

Subsequent to the date covered by this report, on July 24, 2016, the Company redeemed an aggregate of 19,500,000 shares from 20,000,000 outstanding shares, pro rata, from the then two shareholders. On July 25, 2016 the Company issued the following shares of its common stock.:

 

Lin Wei-Hsien		19,000,000 shares
Daz Mc Securities		500,000 shares

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

	(a)	Not applicable.
	(b)	Item 407(c)(3) of Regulation S-K:

 

During the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

  

ITEM 6. EXHIBITS

 

(a)

Exhibits

 

31	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

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.

 

	DOERS EDUCATION ASEAN LIMITED
	By:	/s/ James Cassidy
		James Cassidy
		President

 

Date: November 19, 2016 

 

 

12