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 Three Month Period Ended June 30, 2018

 

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 333-218334

 

ECCO AUTO WORLD CORPORATION

(Exact name of registrant issuer as specified in its charter)

 

Nevada		30-0943638
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

Unit C, 4/F, China Insurance Building, 48 Cameron Road,

Tsim Sha Tsui, Kowloon, Hong Kong.

(Address of principal executive offices, including zip code)

 

Registrant’s phone number, including area code +852 3182 6922

 

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 (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

 

YES [  ] NO [X]

 

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):

 

Large Accelerated Filer [  ] Accelerated Filer [  ] Non-accelerated Filer [  ] 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).

 

Yes [  ] No [X]

 

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

 

Class		Outstanding at August 14, 2018
Common Stock, $.0001 par value			92,556,310

 

 

 

TABLE OF CONTENTS

 

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:	F-1
	Condensed Consolidated Balance Sheets as of June 30, 2018 (unaudited) and March 31, 2018 (unaudited)	F-2
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended June 30, 2018 and 2017 (unaudited)	F-3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended June 30, 2018 (unaudited)	F-4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2018 and 2017 (unaudited)	F-5
	Notes to the Condensed Consolidated Financial Statements	F-6 - F-12
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2-3
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4
ITEM 4.	CONTROLS AND PROCEDURES	4
PART II	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	5
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	5
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	5
ITEM 4	MINE SAFETY DISCLOSURES	5
ITEM 5	OTHER INFORMATION	5
ITEM 6	EXHIBITS	5
	SIGNATURES	6

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

ECCO AUTO WORLD CORPORATION

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

	Page
Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 2018 (unaudited) and March 31, 2018 (unaudited)	F-2
Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended June 30, 2018 and 2017 (unaudited)	F-3
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended June 30, 2018 (unaudited)	F-4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2018 and 2017 (unaudited)	F-5
Notes to the Condensed Consolidated Financial Statements	F-6-F-12

 

 

ECCO AUTO WORLD CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

As of June 30, 2018 March 31, 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

		As of June 30, 2018				As of March 31, 2018
		(Unaudited)				(Unaudited)
ASSETS
CURRENT ASSETS
Prepayment			4,739				2,658
Cash and cash equivalents			53,804				76,362
Total Current Assets			58,543				79,020
NON-CURRENT ASSETS
Plant and equipment, net			3,229				3,412
TOTAL ASSETS		$	61,772				82,432
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Other payables and accrued liabilities			7,000				14,500
Due to related parties			-				1,000
Total Current Liabilities			7,000				15,500
TOTAL LIABILITIES		$	7,000				15,500
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; None issued and outstanding Common Stock, par value $0.0001; 600,000,000 shares authorized, 92,556,310 issued and outstanding as of June 30, 2018 and March 31, 2018			9,255				9,255
Additional paid in capital			462,201				462,201
Accumulated deficit			(415,820	)			(404,914	)
Accumulated other comprehensive income			(864	)			390
TOTAL STOCKHOLDERS’ EQUITY		$	54,772			$	66,932
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	61,772			$	82,342

 

See accompanying notes to condensed consolidated financial statements.

 

 

ECCO AUTO WORLD CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATION AND COMPREHENSIVE INCOME

For the three months ended June 30, 2018 and 2017

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

		Three months ended June 30
		2018				2017
REVENUE		$	-			$	-
COST OF REVENUE		$	-			$	-
GROSS PROFIT		$	-			$	-
OTHER INCOME		$	2			$	-
GENERAL AND ADMINISTRATIVE EXPENSES		$	(10,908	)		$	(5,736	)
LOSS BEFORE INCOME TAX		$	(10,906	)		$	(5,736	)
INCOME TAX PROVISION		$	-			$	-
NET LOSS		$	(10,906	)		$	(5,736	)
OTHER COMPREHENSIVE LOSS		$	(1,254	)		$	-
TOTAL COMPREHENSIVE LOSS		$	(12,160	)		$	(5,736	)
Net loss per share, basic and diluted:		$	(0	)		$	(0	)
Weighted average number of common shares outstanding – Basic and diluted			92,556,310				90,220,000

 

See accompanying notes to condensed consolidated financial statements.

 

 

ECCO AUTO WORLD CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the three months ended June 30, 2018 and one months ended March 31, 2018

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

 

														ACCUMULATED
		COMMON STOCK								ADDITIONAL				OTHER
		Number of Shares				Amount				PAID-IN CAPITAL				COMPREHENSIVE LOSS				ACCUMULATED DEFICIT				TOTAL EQUITY
Balance as of February 28, 2018			92,556,310			$	9,255			$	462,201			$	-			$	(404,090	)		$	67,366
Foreign exchange translation adjustment			-				-				-				390				-				390
Net loss for the period			-				-				-				-				(824	)			(824	)
Balance as of March 31, 2018			92,556,310			$	9,255			$	462,201			$	390			$	(404,914	)		$	66,932
Foreign exchange translation adjustment			-				-				-				(1,254	)			-				(1,254	)
Net loss for the period			-				-				-				-				(10,906	)			(10,906	)
Balance as of June 30, 2018			92,556,310			$	9,255			$	462,201			$	(864	)			(415,820	)		$	54,772

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

ECCO AUTO WORLD CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the three months ended June 30, 2018 and 2017

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

		Three Months Ended
		June 30, 2018				June 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(10,906	)		$	(5,736	)
Adjustment to reconcile net loss to net used in operating activities:
Depreciation		$	183			$	-
Changes in operating assets and liabilities:
Prepayment		$	(2,081	)		$	-
Other payables and accrued liabilities		$	(7,500	)		$	700
Due to related parties		$	(1,000	)		$	2,327
Net cash used in operating activities		$	(21,304	)		$	(2,709	)
Effect of exchange rate changes on cash and cash equivalents			(1,254	)			-
Net increase in cash and cash equivalents		$	(22,558	)		$	(2,709	)
Cash and cash equivalents, beginning of period		$	76,362			$	16,202
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	53,804			$	13,493
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid		$	-			$	-
Interest paid		$	-			$	-

 

See accompanying notes to condensed consolidated financial statements.

 

 

ECCO AUTO WORLD CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended June 30, 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

1. DESCRIPTION OF BUSINESS AND ORGANIZATION

 

ECCO Auto World Corporation is organized as a Nevada limited liability company, incorporated on June 6, 2016. For purposes of consolidated financial statement presentation, ECCO Auto World Corporation and its subsidiary are herein referred to as “the Company” or “we”. The Company is a business whose planned principal operations are to develop and operate an Automobile mobile application or a platform to connect auto repair shops and car owners.

 

On June 7, 2017, the Company acquired 100% interest in ECCO Auto World Corporation, a private limited liability company incorporated in Labuan, resulting in the latter becoming a wholly-owned subsidiary company of the Company.

 

Details of the Company’s subsidiary:

 

	Company name		Place and date of incorporation		Particulars of issued capital		Principal activities
1.	ECCO Auto World Corporation		Labuan, March 1, 2017		100 shares of ordinary share of US$1 each		Investment holding

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

 

On June 30, 2018, the the Company’s Board of Directors had approved a change in fiscal year end from February 28^th to March 31^st. Following such change, the date of the Company’s next fiscal year end is March 31^st, 2019.

 

Basis of consolidation

 

The condensed consolidated financial statements include the accounts of the Company and its subsidiary. All inter-company accounts and transactions have been eliminated upon consolidation.

 

Use of estimates

 

Management uses estimates and assumptions in preparing these consolidated financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheet, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

 

Revenue recognition

 

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition”, the Company recognizes revenue from sales of goods when the following four revenue criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) selling price is fixed or determinable; and (4) collectability is reasonable assured.

 

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue.

 

 

ECCO AUTO WORLD CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended June 30, 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

The Company derives its revenue from provision of car maintenance and servicing scheduling and optimization advisory services. The services are billed on a fixed-fee basis.

 

Cost of revenue

 

Cost of revenue includes the cost of consultation services of Automobile mobile application and related services.

 

Cash and cash equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

 

Plant and equipment

 

Plant and equipment is stated at cost less accumulated depreciation and impairment. Depreciation of plant and equipment are calculated on the straight-line method over their estimated useful lives as follows:

 

Classification		Estimated useful lives
Computer and peripherals		5 years

 

Expenditures for maintenance and repairs are expenses as incurred.

 

Income taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

The Company conducts major businesses in Malaysia and Hong Kong, and is expanding to China and Thailand. The Company is subject to tax in these jurisdiction. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority.

 

Net income/(loss) per share

 

The Company calculates net income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income/(loss) per share is computed by dividing the net income/(loss) by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income/(loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

 

Foreign currencies translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income.

 

 

ECCO AUTO WORLD CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended June 30, 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

The reporting currency of the Company and its subsidiary is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$.

 

In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of stockholders’ equity.

 

Fair value of financial instruments

 

The carrying value of the Company’s financial instruments: cash and cash equivalents, and accounts payable and approximate their fair values because of the short-term nature of these financial instruments.

 

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

Level 1: Observable inputs such as quoted prices in active markets;

 

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

Recent accounting pronouncements

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

  

 

ECCO AUTO WORLD CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended June 30, 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

3. PLANT AND EQUIPMENT

 

		As of June 30, 2018				As of March 31,2018
Computer and peripherals		$	3,656			$	3,656
Accumulated depreciation			(427	)			(244	)
Property and equipment, net		$	3,229			$	3,412

 

Depreciation for the three months period ended June 30, 2018 is $183 and no depreciation has been incurred for three months ended June 30, 2017.

 

4. COMMON STOCK

 

On June 6, 2016, the founder of the Company, Ms. Woo Shuk Fong purchased 100,000 shares of restricted common stock of the Company at a par value of $0.0001 per share for the Company’s initial working capital.

 

On September 22, 2016, the other founder of the Company, Mr. Yiap Soon Keong purchased 24,000,000 shares of restricted common stock of the Company at a par value of $0.0001 per share for the Company’s initial working capital. Greenpro Venture Capital Limited and Greenpro Asia Strategic SPC purchased 4,000,000 and 52,000,000 shares of restricted common stock of the company respectively at par value of $0.0001 per share for the Company’s initial working capital.

 

On September 25, 2016, Ms. Woo Shuk Fong purchased 20,000 shares of restricted common stock of the Company, at $0.1 per share, for $2,000.

 

On December 28, 2016, Ms. Wong Yuen Ling purchased 100,000 shares of restricted common stock of the Company, at $0.1 per share, for $10,000.

 

On January 19, 2017, Mr. Yiap Soon Keong purchased 10,000,000 shares of restricted common stock of the Company, at par value of $0.0001 per share, for $1,000.

 

On November 20, 2017, the Company resolved to close the offering (“the Offering”) from the registration statement on Form S-1/A, dated September 6, 2017, that had been declared effective by the Securities and Exchange Commission on September 14, 2017. The Offering resulted in 1,669,644 shares of common stock being sold at $0.15 per share for a total of $250,447.

 

On January 23, 2018, Home Boutique International Limited (the “investors”) purchased 666,666 shares of common stock of the Company at $0.3 per share, for $199,999.

 

All proceeds received are used for the Company’s working capital.

 

As of June 30, 2018, the Company has 92,556,310 shares issued and outstanding respectively. No preference stock were issued and outstanding.

 

 

ECCO AUTO WORLD CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended June 30, 2018

 

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

5. OTHER PAYABLES AND ACCRUED LIABILITIES

 

		As of June 30, 2018				As of March 31, 2018
Accrued audit fee			-				9,000
Accrued professional fee			7,000				5,500
Total other payables and accrued liabilities		$	7,000			$	14,500

 

6. DUE TO RELATED PARTIES

  

		As of June 30, 2018				As of March 31, 2018
Due to related party:
Asia UBS Global Limited		$	-			$	1,000
Total due to related party		$	-			$	1,000

  

The amount due to related parties are unsecured, interest-free with no fixed repayment term, for working capital purpose.

 

7. INCOME TAXES

 

For the three months ended June 30, 2018, the local (United States) and foreign components of income/(loss) before income taxes were comprised of the following:

 

			Three months ended
			June 30, 2018				June 30, 2017
Tax jurisdictions from:
- Local		$	(10,127	)		$	(5,673	)
- Foreign, representing
Labuan			(779	)			(63	)
Loss before income tax		$	(10,906	)		$	(5,736	)

 

The provision for income taxes consisted of the following:

 

			Three months ended
			June 30, 2018				June 30, 2017
Current:
- Local		$	-			$	-
- Foreign			-				-
Deferred:
- Local			-				-
- Foreign			-				-
Income tax expense		$	-			$	-

 

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company has subsidiaries that operate in various countries: United States and Malaysia that are subject to taxes in the jurisdictions in which they operate, as follows:

 

 

ECCO AUTO WORLD CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended June 30, 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

United States of America

 

The Tax Cuts and Jobs Act was enacted in the United States on December 22, 2017. The Act reduces the US federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and creates new taxes on certain foreign sourced earnings. In December 2017, the SEC issued SAB 118, which directs taxpayers to consider the impact of the U.S. legislation as “provisional” when it does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the change in tax law.

 

As of June 30, 2018, the Company does not recognize any provisional amount for the transition tax.

 

We re-measured certain deferred tax assets and liabilities based on the rates at which they are anticipated to reverse in the future, which is generally 21%. However, we are still examining certain aspects of the Act and refining our calculations.

 

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of March 31, 2018, the operations in the United States of America incurred $415,820 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2036, if unutilized. The Company has provided for a full valuation allowance of $87,322 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

Labuan

 

Under the current laws of the Labuan, ECCO Auto World Corporation is governed under the Labuan Business Activity Act, 1990 Malaysia. The tax charge for such company is based on 3% of net audited profit or at a fixed rate of RM20,000.

 

 

8. CONCENTRATIONS OF RISK

 

The Company is exposed to the following concentrations of risk:

 

(a) Major customers

 

For the three months ended June 30, 2018, the Company has not generated any revenue and doesn’t have any outstanding trade receivables.

 

(b) Major customers

 

For the three months ended June 30, 2018, the Company has not incurred any cost of revenue and doesn’t have any outstanding trade payables.

 

(c) Exchange rate risk

 

The Company cannot guarantee that the current exchange rate will remain stable, therefore there is a possibility that the Company could post the same amount of income for two comparable periods and because of the fluctuating exchange rate actually post higher or lower income depending on exchange rate of RM converted into US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

 

9. COMMITMENTS AND CONTINGENCIES

 

As of June 30, 2018, the Company has no commitments or contingencies involved.

 

10. RELATED PARTY TRANSACTIONS

 

For the three months ended June 30, 2018, the Company has a cumulative balance with respective related parties:

 

		As of June 30, 2018				As of March 31, 2018
Asia UBS Global Limited (1)		$	-			$	1,000
GreenPro Financial Consulting Limited (2)		$	-			$	-
		$	-			$	-

 

	(1)	Asia UBS Global Limited is a subsidiary of Greenpro Capital Corp. through its subsidiary Greenpro Venture Capital Limited owns approximately 4.32% of the Company issued and outstanding shares as of March 31, 2018. For the three months ended June 30, 2018, the Company has settled an outstanding accounting fee payable due to AsiaUBS Global Limited amounted to $1,000.
	(2)	Greenpro Financial Consulting Limited is a subsidiary of Greenpro Capital Corp., through its subsidiary Greenpro Venture Capital Limited owns approximately 4.32% of the Company issued and outstanding shares as of February 28, 2018. For the three months ended June 30, 2018 the Company has incurred professional fees of $6,150 and $8,350 has been paid to Greenpro Financial Consulting Limited, balance of prepayment of $2,200 will be accrued for the period of 12 months ended June 30, 2019.

 

11. SUBSEQUENT EVENTS

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2018 up through the date the Company presented these unaudited financial statements.

 

 

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

 

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended February 28, 2017 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Form 10-Q.

 

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form S-1 Amendment No.8, dated July 20, 2016 in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarter report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.

 

Company Overview

 

ECCO Auto World Corporation, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on June 6, 2016. On June 7, 2017, the Company acquired 100% interest in ECCO Auto World Corporation, a private limited liability company incorporated in Labuan, resulting in the latter becoming a wholly-owned subsidiary company of the Company.

 

The Company is a technology company whose planned principal operation is to develop and operate a mobile application or a platform that connects auto repair shops and car owners. One of the features of the mobile application consists of comparisons among different auto repair shops in terms of quality rating and pricing. Auto repair shops that intend to make use of the Company’s user base will be subject to stringent supervision and entrant requirements in order to ensure quality service to users. The Company has also started to provide technical consultation and solution to client regarding the scheduling and optimization on vehicle maintenance to achieve cost effectiveness, intended to convert client into recurring base source of revenue by subscribing to its platform.

 

The Company plans to venture into other industry with the platform that is intended to develop, thus, the Company has recruited 4 directors to further expand into other industry.

 

The Company’s executive offices are located at Unit C, 4/F, China Insurance Building, 48 Cameron Road, Tsim Sha Tsui, Kowloon, Hong Kong.

 

 

Results of Operation

 

For Three Months Ended June 30, 2018 and 2017.

 

For three months ended June 30, 2018 and 2017, the Company has not generated any revenue and gross income.

 

The Company has incurred a net loss of $10,906 and $5,736 for three months ended June 30, 2018 and 2017 respectively. The increase in net loss is mainly due to the increase in general and administrative expenses.

 

Liquidity and Capital Resources

 

As at June 30, 2018 and March 31, 2018, the Company has a cash and cash equivalents of $53,804 and $76,362 respectively. Decrease in cash flow mainly due to the incurred of net loss, settlement of outstanding debt, increase in prepayment and other comprehensive loss.

 

The Company has a current assets other than cash and cash equivalents of $4,739 and $2,658 as at June 30 and March 31, 2018 respectively, of which consist solely of prepayment.

 

The Company has a current liability of $7,000 and $15,500 as at June 30 and March 31, 2018 respectively, of which $8,500 payables has been settled for the three months period ended June 30, 2018.

 

Operating Activities

 

For the three months ended June 30, 2018 and June 30, 2017, net cash used in operating activities was $21,304 and $2,709 respectively, such increase is due to increase in net loss, settlement in other payable and prepayment.

 

Investing Activities

 

For the three months ended June 30, 2018 and June 30, 2017, no cash was generated nor consumed for investment purpose.

 

Financing Activities

 

For the three months ended June 30, 2018 and June 30, 2017, no cash was generated nor consumed for financing purpose.

 

Capital Expenditures

 

There was no capital expenditures for three months period ended June 30, 2018.

 

Off-balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of June 30, 2018.

 

 

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 information required by this Item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures:

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2018. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer. Based upon that evaluation, our Chief Executive Officer concluded that, as of March 31, 2018, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of June 30, 2018, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

Changes in Internal Control over Financial Reporting:

 

There were no changes in our internal control over financial reporting during the three months period ended June 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

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

 

Item 1A. Risk Factors.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under 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 Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits

 

Exhibit No.		Description
31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer and principal financial officer*
32.1		Section 1350 Certification of principal executive officer and principal financial officer*
101.INS		XBRL Instance Document*
101.SCH		XBRL Schema Document*
101.CAL		XBRL Calculation Linkbase Document*
101.DEF		XBRL Definition Linkbase Document*
101.LAB		XBRL Label Linkbase Document*
101.PRE		XBRL Presentation Linkbase Document*

 

* Filed herewith.

 

 

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.

 

	ECCO AUTO WORLD CORPORATION
	(Name of Registrant)
Date: August 14, 2018
	By:	/s/ JASON WONG CHEE HON
		JASON WONG CHEE HON
	Title:	President, Director, Secretary and Treasurer