Attached files
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, 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: 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.) | |
Room 803, 8/F., K.Wah Centre, 191 Java Road, North Point, Hong Kong |
||
| (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
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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 ☒ | Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ]Yes [X ] No
State the number of shares outstanding of each of the issuer’s classes of common equity, as of December 28, 2018, 75,000,000 shares of common stock.
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TABLE OF CONTENTS
CHINA SOAR INFORMATION TECHNOLOGY, INC.
INDEX
PART I-FINANCIAL INFORMATION
| ITEM 1 | FINANCIAL STATEMENTS | 4 | ||
| Condensed Consolidated Balance Sheets at October 31, 2018 (unaudited) and July 31, 2018 (audited) | 4 | |||
| Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months ended October 31, 2018 and 2017 (unaudited) | 5 | |||
| Condensed Consolidated Statements of Cash Flows for the Three Months ended October 31, 2018 and 2017 (unaudited) | 6 | |||
| Notes to the Condensed Consolidated Financial Statements for the Three Months ended October 31, 2018 and 2017 (unaudited) | 7-10 | |||
| ITEM 2 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 11 | ||
| ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 12 | ||
| ITEM 4 | CONTROLS AND PROCEDURES | 12 | ||
| PART II-OTHER INFORMATION | ||||
| ITEM 1 | LEGAL PROCEEDINGS | 12 | ||
| ITEM 1A | RISK FACTORS | |||
| ITEM 2 | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 12 | ||
| ITEM 3 | DEFAULTS UPON SENIOR SECURITIES | 12 | ||
| ITEM 4 | MINE SAFETY DISCLOSURES | 13 | ||
| ITEM 5 | OTHER INFORMATION | 13 | ||
| ITEM 6 | EXHIBITS | 13 | ||
| SIGNATURES | 13 | |||
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PART I-FINANCIAL INFORMATION
| ITEM 1 | FINANCIAL STATEMENTS |
CHINA SOAR INFORMATION TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
|
October 31, 2018 (unaudited) |
July 31, 2018 (audited) | |||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | 1,138 | $ | 1,227 | ||||
| Restricted cash | 7,175 | - | ||||||
| TOTAL ASSETS | $ | 8,313 | $ | 1,227 | ||||
| LIABILITIES & STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Loan from a related party | $ | 1,471 | $ | 1,471 | ||||
| Accrued expenses | 28,538 | 27,592 | ||||||
| Total Current Liabilities | 30,009 | 29,063 | ||||||
| TOTAL LIABILITIES | 30,009 | 29,063 | ||||||
| Stockholders’ Deficit | ||||||||
| Preferred stock ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of October 31, 2018 and July 31, 2018) | — | — | ||||||
| Common stock ($.0001 par value, 500,000,000 shares authorized, 75,000,000 shares issued and outstanding as of October 31, 2018 and July 31, 2018) | 7,500 | 7,500 | ||||||
| Additional paid-in capital | 165,956 | 151,456 | ||||||
| Accumulated deficit | (195,152 | ) | (186,792 | ) | ||||
| Accumulated other comprehensive income | — | — | ||||||
| Total Stockholders’ Deficit | (21,696 | ) | (27,836 | ) | ||||
| TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ | 8,313 | $ | 1,227 | ||||
See Accompanying Notes to these Condensed Consolidated Financial Statements
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CHINA SOAR INFORMATION TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
| For the Three Months Ended October 31, 2018 | For the Three Months Ended October 31, 2017 | |||||||
| Net Revenues | $ | — | $ | — | ||||
|
Operating Expenses |
||||||||
| Organization and Related Expenses | 215 | 445 | ||||||
| Professional fees | 8,146 | 12,144 | ||||||
| Total Operating Expenses | 8,361 | 12,589 | ||||||
| Net Operating Loss | (8,361 | ) | (12,589 | ) | ||||
| Other Income | ||||||||
| Interest Income | 1 | - | ||||||
| Total Other Income | 1 | - | ||||||
| Net Loss | $ | (8,360) | $ | (12,589) | ||||
| Other comprehensive income | ||||||||
| Currency translation adjustment | — | — | ||||||
| Comprehensive Loss | $ | (8,360 | ) | $ | (12,589 | ) | ||
|
Basic and Diluted Loss Per Share |
$ | (0.00 | ) | $ | (0.00 | ) | ||
|
Weighted average number of common stock outstanding |
75,000,000 | 75,000,000 | ||||||
See Accompanying Notes to these Condensed Consolidated Financial Statements
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CHINA SOAR INFORMATION TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
For the Three Months Ended October 31, 2018 |
For the Three Months Ended October 31, 2017 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (8,360 | ) | $ | (12,589 | ) | ||
| Changes in current assets and liabilities: | ||||||||
| Accrued expenses | 946 | (2,493) | ||||||
| Net cash used in operating activities | (7,414 | ) | (15,082) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Stockholder’s contribution | $ | 14,500 | $ | 15,000 | ||||
| Net cash provided by financing activities | $ | 14,500 | $ | 15,000 | ||||
| Net increase in cash, cash equivalents and restricted cash | $ | 7,086 | $ | (82) | ||||
| Cash, cash equivalents and restricted cash at beginning of period | 1,227 | 496 | ||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 8,313 | $ | 414 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | — | $ | — | ||||
| Income taxes | $ | — | $ | — | ||||
See Accompanying Notes to these Condensed Consolidated Financial Statements
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CHINA SOAR INFORMATION TECHNOLOGY, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2018 AND 2017
(Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
China Soar Information Technology, Inc. (“CSIT”), a Delaware corporation 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, CSIT’s former director, Thomas DeNunzio resigned and Mu Chun Lin was appointed as the president, CEO, CFO and sole director. CSIT changed its name from Go Public II, Inc. to China Soar Information Technology, Inc. with the Delaware Secretary of State on June 16, 2015.
CSIT currently owns 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, CSIT 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 CSIT’s director, Mu Chun Lin over the course of ten years and was transferred to CSIT on August 24, 2015.
On December 26, 2016 a wholly-owned subsidiary, Henan Mu Ming Information Technology Limited (“the Subsidiary”), was incorporated under the laws of the People’s Republic of China (“PRC”) by CSIT. The Subsidiary was set up to engage in software development and distribution and information and network technology consulting activities. Mu Chun Lin acts as CEO, CFO and sole director of the Subsidiary. CSIT has agreed to fund $1,000,000 to the Subsidiary in exchange for 100% ownership by CSIT. As of October 31, 2018, the Subsidiary had no revenue and minimal start-up expenses, payments of which were loaned to the Subsidiary by Mu Chun Lin. As of the date of filing, CSIT has not yet transferred any funds to the Subsidiary.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION.
The accompanying unaudited condensed consolidated financial statements of CSIT and the Subsidiary (the “Company”) have been prepared in accordance with the U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on form 10-K for the year ended July 31, 2018 as filed with the SEC. Operating results for the three months ended October 31, 2018 are not necessarily indicative of the results that may be expected for the year ending July 31, 2019. All intercompany transactions have been eliminated in consolidation.
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USE OF ESTIMATES.
The preparation of financial statements in conformity with U.S. 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 financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates. Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
FISCAL YEAR END.
The Company elected July 31st as its fiscal year ending date.
COMPREHENSIVE LOSS.
The Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 220, “Comprehensive Income,” in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income.
FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION
The functional currency of CSIT is United States (U.S.) Dollars. The functional currency of the Subsidiary is Renminbi (“RMB”). Gains and losses, if any, resulting from transactions in currencies other than the functional currency of the Company are recorded in the statement of operations for the reporting periods as part of operating expense. Included in operating expense were foreign currency transaction loss of $1 for the three months ended October 31, 2018 and a gain of $5 for the three months ended October 31, 2017. The reporting currency of the Subsidiary is the U.S. dollar. The financial statements in functional currency are translated to U.S. dollars using the closing rate of exchange for assets and liabilities and average rate of exchange for the statement of operations. The capital accounts are translated at historical rate. Translation gains and losses are recorded in the accumulated other comprehensive loss as a component of stockholders' equity. No significant currency translation differences were recorded during the three months ended October 31, 2018 and 2017.
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CASH AND CASH EQUIVALENTS.
For the purpose of the financial statements cash equivalents include all highly liquid investments with original maturity of three months or less.
RESTRICTED CASH
Restricted cash of $7,175 in the Company’s condensed consolidated balance sheet at October 31, 2018 represents cash held in trust by a service provider for the purpose of funding professional fees and other administrative expenses of CSIT. As of December 15, 2018, this balance was fully utilized for professional fees and bank service charges of CSIT.
COMMITMENTS AND CONTINGENCIES.
The Company follows FASB 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.
EARNINGS (LOSS) PER SHARE.
The Company computes basic and diluted earnings per share amounts in accordance with FASB ASC Topic 260, Earnings per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of October 31, 2018 and 2017.
FINANCIAL INSTRUMENTS.
The Company’s financial instruments consist of cash, restricted cash,accrued expenses and loan from a related party. The carrying amounts of these financial instruments approximate their fair value because of the relatively short maturities.
INCOME TAXES.
The Company accounts for income taxes under FASB ASC 740, Income Taxes. Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. 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.
RELATED PARTY TRANSACTIONS.
The Company follows FASB ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS.
In November 2016, the FASB issued ASU No. 2016-18. Statement of Cash Flows (Topic 230), Restricted Cash. The amendments in this Update require that a statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents, should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments in this Update are effective for emerging growth companies for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company adopted this as of August 1, 2018 (See Restricted Cash Note).
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, FASB issued ASU 2015-14 which deferred the effective date of Update 2014-09 to annual reporting periods beginning after December 15, 2018 for emerging growth companies. Early application is permitted only as of annual reporting beginning after December 15, 2016. The Company adopted this amendment on August 1, 2018 which has no effect on the financial statements since the Company has not generated any revenue since inception. When the Company begins to recognize revenues, it will adhere to the guidance in the amendment.
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NOTE 3 – MANAGEMENT PLANS
The accompanying consolidated 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. The Company has incurred losses and experienced negative cash flows from operating activities. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management is actively exploring optimal ways to operate its information technology business. Currently, management is in the process of conducting relevant feasibility studies. The development decisions would be finalized after investigating the study results and further announcements will be made when appropriate or required. The Company’s management plans to engage in very limited activities without incurring any significant 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. Mu Chun Lin, a major stockholder, CEO and director of the Company, has agreed to provide continued financial support to the Company while the Company continues in market development activities. 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. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 – ADDITIONAL PAID-IN CAPITAL
Amounts contributed to additional paid in capital for the three months ended October 31, 2018 totaled $14,500. (Note 5)
NOTE 5 - RELATED-PARTY TRANSACTIONS
During the three months ended October 31, 2018, Mu Chun Lin, the CEO, CFO and sole director of the Company, contributed cash contributions of $14,500 into additional paid-in capital to fund operating expenses.
NOTE 6 – INCOME TAXES
Income tax expense was $0 for the three months ended October 31, 2018 and 2017.
As of August 1, 2018, the Company had no unrecognized tax benefits and, accordingly, the Company did not recognize interest or penalties during the three months ended October 31, 2018 related to unrecognized tax benefits. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 was signed into law. This legislation reduced the federal corporate tax rate from the previous 35% to 21%. There was no accrual for uncertain tax positions as of October 31, 2018. The tax year 2013 and thereafter are subject to examination by major tax jurisdictions.
There is no income tax benefit for the losses for the three months ended October 31, 2018 and 2017, since management has determined that the realization of the net tax deferred asset is not assured and has created a valuation allowance for the entire amount of such benefits.
NOTE 7 – SUBSEQUENT EVENTS
In November and December 2018, Mr. Mu contributed $880 into additional paid-in capital to fund operating expenses.
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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 2018 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, 2018 and 2017.
We had no revenue in the three month periods ending October 31, 2018 and 2017.
Our operating expenses were $8,361 and $12,589 for the three months ended October 31, 2018 and 2017, respectively. Operating expenses were solely general and administrative in nature including office, accounting and consisted primarily of professional fees. The decrease in operating expenses is primarily attributable to decreased consulting fees.
LIQUIDITY AND CAPITAL RESOURCES
We have no known demands or commitments and are not aware of any events or uncertainties as of October 31, 2018 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, 2018 and July 31, 2018.
We had cash and restricted cash of $8,313 and $1,227 and no other assets at October 31, 2018 and July 31, 2018, respectively. We had current liabilities of $30,009 and $29,063 at October 31, 2018 and July 31, 2018, respectively.
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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, 2018. 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 2018 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 the period ended October 31, 2018 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, 2018. (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 28, 2018
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 28, 2018
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