Amended Quarterly Report (10-q/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Amendment No. 1

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015

o 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 000-55297

ALADDIN INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)


Nevada		41-0990229
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Unit 907, 9/F, ICBC Tower, 3 Garden Road, Central, Hong Kong

(Address of principal executive offices, including zip code)

+852 3975 0600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 þ No o

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

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


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ
(Do not check if 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 þ No o

As of November 13, 2015, the registrant had 4,548,435 shares of common stock, par value $.001 per share, issued and outstanding.

EXPLANATORY NOTE

We are filing this Quarterly Report on Form 10-Q/A (the “Amended Filing”) to amend our Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, which was filed with the Securities and Exchange Commission (“SEC”) on November 16, 2015 (the “Original Filing”). We are amending the Original Filing to restate our unaudited financial statements as of September 30, 2015 for incorrect application of certain accounting practices and procedures in relation to the legal services provided to the shareholders, for the quarter ended September 30, 2015. In connection with the July 20, 2015 Securities Purchase Agreement, a legal service fee of $6,160 should be classified as the shareholders’ expenses and accounted for as due from shareholders. Accordingly, the legal expenses would decrease by $6,160 and due from affiliates would increase by $6,160 for the quarters ended September 30, 2015.

For the convenience of the reader, this Amended Filing sets forth the Original Filing, as modified and superseded where necessary to reflect the restatement. The following items have been amended as a result of, and to reflect, the restatement:


	1.	Part I - Item 1. Financial Statements


	2.	Part I - Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

In accordance with applicable SEC rules, this Amended Filing includes new certifications required by Rule 13a-14 under the Securities and Exchange Act of 1934 (“Exchange Act”) from our Chief Executive Officer dated as of the date of filing of this Amended Filing.

Except for the items noted above, no other information included in the Original Filing is being amended or updated by this Amended Filing. This Amended Filing continues to describe the conditions as of the date of the Original Filing and, except as contained herein; we have not updated or modified the disclosures contained in the Original Filing. Accordingly, this Amended Filing should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Filing, including any amendments to those filings.

TABLE OF CONTENTS


	PART I – FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS.	1

	Balance Sheets as of September 30, 2015 (Unaudited) and June 30, 2015	1

	Unaudited Statements of Operations and Comprehensive Income for the Three Months Ended September 30, 2015 and 2014)	2

	Unaudited Statements of Cash Flows for the Three Months Ended September 30, 2015 and 2014	3

	Notes to Financial Statements (Unaudited)	4

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	9

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	14

ITEM 4.	CONTROLS AND PROCEDURES.	14

	PART II – OTHER INFORMATION

ITEM 6.	EXHIBITS.	16

SIGNATURES		17

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

ALADDIN INTERNATIONAL, INC.

BALANCE SHEETS


	(Restated) September 30,			June 30,
	2015			2015
	(Unaudited)			(See Note 1)
ASSETS

Current Assets:
Cash and cash equivalents	$	—		$	1,195
Prepaid expenses		88			175
Due from Affiliates		6,160			—

Total Current Assets		6,248			1,370

TOTAL ASSETS	$	6,248		$	1,370

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
Accounts payable	$	18,480		$	566
Due to Affiliates		1,547			—

Total Current Liabilities		20,027			566

TOTAL LIABILITIES		20,027			566

Commitments and contingencies (Notes 1, 2, 3, 4, and 5)

Stockholders' equity (deficit)
Preferred stock, $.001 par value 20,000,000 shares authorized, none issued and outstanding		—			—
Common stock, $.001 par value 780,000,000 shares authorized, 4,548,435 issued and outstanding at September 30, 2015 and June 30, 2015		4,548			4,548
Additional paid-in capital		282,911			282,511
Accumulated (deficit)		(301,238	)		(286,255	)

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(13,779	)		804

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	6,248		$	1,370

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

ALADDIN INTERNATIONAL, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months
	Ended
	September 30,
	2015			2014
	(Restated)
Revenues	$	—		$	—

Operating Expenses:
Audit fees		7,500			6,600
Professional fees		5,740			1,846
Other		1,732			40

Total Operating Expenses		14,972			8,486

Net Operating (Loss)		(14,972	)		(8,486	)

Other Expenses:
Interest Expense		11			—

Total Other Expenses		11			—

Net (Loss)	$	(14,983	)	$	(8,486	)

Per Share	Nil			Nil

Weighted Average Shares Outstanding		4,548,435			3,948,641

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

ALADDIN INTERNATIONAL, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Three Months
	Ended
	September 30,
	2015			2014
	(restated)
Cash Flows from Operating Activities:
Net (loss)	$	(14,983	)	$	(8,486	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Increase in accounts payable & accrued expenses		17,914			6,700
Increase in pre-paid expenses		87			88
Increase in due from/to affiliates		(4,613	)		—
Increase (decrease) in option liability		—			(10,000	)
Net Cash (Used in) Operating Activities		(1,595	)		(11,698	)

Cash Flows from Investing Activities:		—			—
Net Cash Provided by Investing Activities		—			—

Cash Flows from Financing Activities:
Issuance of common stock		—			20,000
Additional paid-in capital		400			—
Net Cash Provided by Financing Activities		400			20,000

Increase (Decrease) in Cash		(1,195	)		8,302

Cash, Beginning of Period		1,195			574

Cash, End of Period	$	—		$	8,876

Interest Paid	$	—		$	—
Income Taxes Paid	$	—		$	—


Supplemental Disclosure of Non-Cash Transactions:
Conversion of advance from affiliates to additional paid-in capital	$	—		$	2,499

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

ALADDIN INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2015

(Unaudited)

(1) Summary of Accounting Policies, and Description of Business

This summary of significant accounting policies of Aladdin International, Inc. (the “Company”) is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles in the United States of America and have been consistently applied in the preparation of the financial statements.

(a) Organization and Description of Business

The Company was incorporated under the laws of the state of Minnesota on May 3, 1972. The Company was a franchisee of fast food restaurants in Milwaukee, Wisconsin until the franchised restaurants were sold in October 1998. After the sale, the Company has been engaged in searching for a merger candidate that would expand the Company’s business plan.

The Company held a shareholder meeting on November 25, 2014 to reincorporate the Company in the State of Nevada and amend the Articles of Incorporation to increase the authorized capital stock of the Company to eight hundred million (800,000,000) shares. The shares of common stock consist of 780,000,000 shares of common stock with full voting rights and a par value of $0.001 per share and 20,000,000 shares of preferred stock with a par value of $0.001 per share. The merger of the Minnesota company into the Nevada company was effective on December, 23, 2014 and the Articles of Merger were filed on December 30, 2014.

Change in Control of the Company

On July 20, 2015, Michael Friess and Sanford Schwartz (collectively, the “Shareholders”), majority shareholders of the Company, entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Billion Rewards Development Limited (the “Purchaser”), a British Virgin Islands corporation, pursuant to which the Shareholders sold to the Purchaser an aggregate of 3,638,748 shares of common stock, par value $.001 per share of the Company (the “Majority Interests”) for $300,000 (the “Change in Control Transaction”), resulting in the Purchaser owning approximately 80% of the total outstanding shares of the Company, and a change in control of the Company.

In connection with the Purchase Agreement, on July 20, 2015, Michael Friess, the Company’s Chief Executive Officer, President of the Company resigned from all of his officer positions with the Company except that his resignation as a member of the Board is not effective until the tenth day following the Company’s mailing of the Information Statement on Schedule 14f-1 to its shareholders as of the record date of July 20, 2015. Sanford Schwartz, the Company’s Chief Financial Officer, Secretary, Treasurer, and member of the Board resigned from all of his positions with the Company.

Also effective on July 20, 2015, Ningdi Chen was appointed as the Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and Director of the Board.

(b) Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Earnings (loss) per share of common stock is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share is not shown for periods in which the Company incurs a loss because it would be anti-dilutive.

ALADDIN INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2015

(Unaudited)

(1) Summary of Accounting Policies, Continued

(d) Basis of Presentation - Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern. However, the Company has no business operations and recurring losses and has negative working capital and shareholders’ deficits, which raise substantial doubt about its ability to continue as a going concern.

In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financial requirements, raise additional capital, and the success of its future operations. The financial statements do not include any adjustments relative to the recoverability of assets and classification of liabilities that might be necessary should the company be able to continue as a going concern. The Company has financed its operations primarily through the sale of stock and advances from a related party. There is no assurance that these advances will continue in the future.

Management has opted to commence filing with the Securities and Exchange Commission (the “SEC”) and then to seek a business combination. Management believes that this plan provides an opportunity for the Company to continue as a going concern.

(e) Recent Accounting Pronouncements

There were various accounting standards and interpretations issued during 2015, none of which are expected to a have a material impact on the Company’s consolidated financial position, operations or cash flows.

(f) Risks and Uncertainties

The Company is subject to substantial business risks and uncertainties inherent in starting a new business. There is no assurance that the Company will be able to complete a business combination.

(g) Revenue Recognition

It is the Company's policy that revenue will be recognized in accordance with SEC Staff Accounting Bulletin (SAB) No. 104, "Revenue Recognition." Under SAB 104, product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable and collectability is reasonably assured.

(h) Cash and Cash Equivalents

The Company considers cash and cash equivalents to consist of cash on hand and demand deposits in banks with an initial maturity of 90 days or less.

(i) Fair Value of Financial Instruments

Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ASC Subtopic 825-10 ("ASC 825-10"), "Disclosures About Fair Value of Financial Instruments." ASC 825-10 requires disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amount of the Company's cash, cash equivalents, accounts payable, and advance from affiliates approximate their estimated fair values due to their short-term maturities.

ALADDIN INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2015

(Unaudited)

(1) Summary of Accounting Policies, Continued

(j) Income Taxes

The Company records deferred taxes in accordance with Statement of Financial Accounting Standards (SFAS) ASC 740, "Accounting for Income Taxes." The statement requires recognition of deferred tax assets and liabilities for temporary differences between the tax bases of assets and liabilities and the amounts at which they are carried in the financial statements, the effect of net operating losses, based upon the enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

(k) Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. At September 30, 2015, the Company had no amounts of cash or cash equivalents in financial institutions in excess of amounts insured by agencies of the U.S. Government.

(l) Reclassification

Certain amounts previously reported have been reclassified to conform to current presentation.

(m) Unaudited Financial Statements

The balance sheet as of September 30, 2015 and the statements of operations and cash flows for the three month periods ended September 30, 2015 and 2014 have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures, normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. The results of operations for the three months ended September 30, 2015 are not necessarily indicative of results expected for the full year ending June 30, 2016. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in financial position at September 30, 2015 and 2014 and for all periods presented, have been made.

It is suggested that these statements be read in conjunction with the June 30, 2015 audited financial statements and the accompanying notes included in Form 10-12G filed with the Securities and Exchange Commission.

(2) Income Taxes

Deferred income taxes arise from temporary timing differences in the recognition of income and expenses for financial reporting and tax purposes. The Company’s deferred tax assets consist entirely of the benefit from net operating loss (NOL) carry forwards. The net operating loss carry forward if not used, will expire in various years through 2035, and is severely restricted as per the Internal Revenue code due to the change in ownership. The Company’s deferred tax assets are offset by a valuation allowance due to the uncertainty of the realization of the net operating loss carry forwards. Net operating loss carry forwards may be further limited by other provisions of the tax laws. Our income tax returns are no longer subject to Federal tax examinations by tax authorities for years before June 30, 2009.

ALADDIN INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2015

(Unaudited)

(2) Income Taxes, Continued

The Company’s deferred tax assets, valuation allowance, and change in valuation allowance are as follows:


Year Ending	Estimated NOL Carry-forward	NOL Expires	Estimated Tax Benefit from NOL	Valuation Allowance	Change in Valuation Allowance	Net Tax Benefit
June 30, 2015	286,255	Various	52,957	(52,957)	(6,328)	—
June 30, 2014	252,047	Various	46,629	(46,629)	(390)	—

Income taxes at the statutory rate are reconciled to the Company’s actual income taxes as follows:


Income tax benefit at statutory rate resulting from net operating loss carryforward		(15.0)%
State tax (benefit) net of Federal benefit		(3.5)%
Deferred income tax valuation allowance		18.5%
Actual tax rate		—

(3) Common Stock

Pursuant to the Articles of Incorporation of the Company, the Company is authorized to issue 780,000,000 shares of common stock with $.001 par value. There were 4,548,435 shares of common stock issued and outstanding on September 30, 2015 and June 30, 2015.

There were no preferred shares outstanding as of September 30, 2015.

(4) Related Party Transactions

Before July 20, 2015, the Company used the offices of its former President for its minimal office facility needs for no consideration. No provision for these costs has been provided since it has been determined that they are immaterial.

At September 30, 2015, the Company has a receivable from its shareholder’s legal fees totaling $6,160, but also owed a related party for expenses paid on behalf of the Company totaling $1,547. The net amount is the due to the Company totaling $4,613.

(5) Subsequent Events

The Company has evaluated events subsequent to September 30, 2015 and through the date the financial statements were available to be issued, to assess the need for potential recognition or disclosure in this report.

On October 1, 2015, Kai Ming Zhao accepted an offer letter (“Offer Letter”) from the Company to serve as the Chief Executive Officer of the Company. Under the Offer Letter, Mr. Zhao’s total salary is $150,000 per year, with cash bonus based on performance. On October 20, 2015, the Board of Directors of the Company accepted the resignation of Mr. Ningdi Chen as the Chief Executive Officer, Chief Financial Officer, President, Secretary, and Treasurer of the Company. Also on October 20, 2015, the Board of Directors appointed Mr. Kai Ming Zhao as the Chief Executive Officer, President, Secretary, and Treasurer of the Company. Mr. Kai Ming Zhao is also the principal accounting officer of the Company.

On October 23, 2015, the Company and Billion Reward Development Limited (“Billion Reward”), our majority shareholder which owns 80% of total issued and outstanding shares of the Company, entered into a Loan Agreement (“Loan Agreement”), whereby Billion Rewards agrees to provide a loan in the amount of $200,000 (the “Loan”) to the Company with the maturity date of April 30, 2016 and bearing no interest. Under the Loan Agreement, if the Company conducts an offering for a total amount of $2,000,000 (the “Offering”) on or before February 28, 2016, the Loan will be automatically converted into shares of common stock, par value $.001 per share (“Common Stock”) of the Company at the conversion price equal to the purchase price in the Offering. Pursuant to the Loan Agreement, Billion Reward will be entitled to convert any portion or all of the Loan into shares of Common Stock of the Company, at the conversion price of volume weighted average price of the Common Stock as reported by Bloomberg for twenty trading days prior to such conversion. On November 5, 2015 the Company received the $200,000 proceeds from the loan.

ALADDIN INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2015

(Unaudited)

(6) Restatement of Previously Issued Condensed Financial Statements

The Company determined that a legal service fee was not properly recorded and the Company's previously issued financial statements needed to be restated. As such, the Company is restating in this Quarterly Report its financial statements for the quarterly period ended September 30, 2015.

Impact of the Restatement – September 30, 2015


	As of September 30, 2015
Balance Sheet Data (unaudited):	As Previously Reported			Adjustment		As Restated
Due from Affiliates	$	—			6,160	$	6,160
Total Current Assets		88			6,160		6,248
Total Assets		88			6,160		6,248
Accumulated (deficit)		(307,398	)		6,160		(301,238	)
Total Stockholders’ Equity (Deficit)	$	(19,939	)		6,160	$	(13,779	)


	Three Months Ended September 30, 2015
Statements of Operations Data (unaudited):	As Previously Reported			Adjustment			As Restated
Professional fees	$	11,900			(6,160	)	$	5,740
Total Operating Expenses		21,132			(6,160	)		14,972
Net (Loss)	$	(21,143	)		6,160		$	(14,983	)


	Three Months Ended September 30, 2015
Cash Flows Data (unaudited):	As Previously Reported			Adjustment			As Restated
Net (Loss)	$	(21,143	)		6,160		$	(14,983	)
Increase in due from/to affiliates	$	1,547			(6,160	)	$	(4,613	)

ITEM 2.

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

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report.

Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

The "Company", "we," "us," and "our," refer to Aladdin International, Inc.

Overview

The Company was incorporated under the laws of the state of Minnesota on May 3, 1972. The Company was a franchisee of fast food restaurants in Milwaukee, Wisconsin until the franchised restaurants were sold in October 1998. The Company held a shareholder meeting on November 25, 2014 to reincorporate the Company in the State of Nevada and amend the Articles of Incorporation to increase the authorized capital stock of the Company to eight hundred million (800,000,000) shares. The shares of stock consist of 780,000,000 shares of common stock with full voting rights and a par value of $0.001 per share and 20,000,000 shares of preferred stock with a par value of $0.001 per share. The merger of the Minnesota company into the Nevada company was effective on December 23, 2014 and the Articles of Merger were filed on December 30, 2014.

On July 20, 2015, Michael Friess and Sanford Schwartz (collectively, the “Shareholders”), majority shareholders of the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Billion Reward Development Limited (the “Purchaser”), a British Virgin Islands corporation, pursuant to which the Shareholders sold to the Purchaser an aggregate of 3,638,748 shares of common stock, par value $.001 per share of the Company (the “Majority Interests”) for $300,000 (the “Change in Control Transaction”).

In connection with the Purchase Agreement, on July 20, 2015, Michael Friess, the Company’s Chief Executive Officer, President and member of the Board of Directors (the “Board”) of the Company resigned from all of his positions with the Company. Sanford Schwartz, the Company’s Chief Financial Officer, Secretary, Treasurer, and member of the Board resigned from all of his positions with the Company.

Also effective on July 20, 2015, Ningdi Chen was appointed as the Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and Director of the Board.

Since June 2010, the Company has had insignificant operations and assets consisting solely of cash. As such, the Company is presently defined as a "shell" company under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (“Exchange Act”). The Company has opted to become a "blank check" company and to further engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. At this time, the Company's purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of an Exchange Act registered corporation. The Company may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. The Company may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. However, there is no guarantee that any of such merger or acquisition will be successful.

As of September 30, 2015, our accumulated deficit was ($301,238). Our stockholders’ deficiency was ($13,779).Our net loss for the three months ended September 30, 2015 was ($14,983). Our losses have principally been attributed to no revenues while incurring operating expenses.

The following table provides selected financial data about our company for the periods ended September 30, 2015 and the year ended June 30, 2015. For detailed financial information, see the financial statements included in this report.


Balance Sheet Data:	9/30/2015			6/30/2015
	(Restated)
Cash	$	—		$	1,195
Total assets	$	6,248		$	1,370
Total liabilities	$	20,027		$	566
Shareholders' equity (deficit)	$	(13,779	)	$	804

Recent Development

On October 1, 2015, Kai Ming Zhao accepted an offer prescribed in the offer letter (“Offer Letter”) from the Company to serve as the Chief Executive Officer of the Company. Under the Offer Letter, Mr. Zhao’s total salary is $150,000 per year, with cash bonus based on performance. On October 20, 2015, the Board of Directors of the Company accepted the resignation of Mr. Ningdi Chen as the Chief Executive Officer, Chief Financial Officer, President, Secretary, and Treasurer of the Company. Also on October 20, 2015, the Board of Directors appointed Mr. Kai Ming Zhao as the Chief Executive Officer, President, Secretary, and Treasurer of the Company. Mr. Kai Ming Zhao is also the principal accounting officer of the Company.

On October 23, 2015, the Company and Billion Reward Development Limited (“Billion Reward”), our majority shareholder which owns 80% of total issued and outstanding shares of the Company, entered into a Loan Agreement (“Loan Agreement”), whereby Billion Reward agrees to provide a loan in the amount of $200,000 (the “Loan”) to the Company with the maturity date of April 30, 2016 and bearing no interest. Under the Loan Agreement, if the Company conducts an offering for a total amount of $2,000,000 (the “Offering”) on or before February 28, 2016, the Loan will be automatically converted into shares of common stock, par value $.001 per share (“Common Stock”) of the Company at the conversion price equal to the purchase price in the Offering. Pursuant to the Loan Agreement, Billion Reward will be entitled to convert any portion or all of the Loan into shares of Common Stock of the Company, at the conversion price of volume weighted average price of the Common Stock as reported by Bloomberg for twenty trading days prior to such conversion.

Results of Operations

For the three months ended September 30, 2015 compared with the three months ended September 30, 2014

The following summary of our results of operations should be read in conjunction with our financial statements included herein. Our operating results for the periods ended September 30, 2015 and 2014 are summarized as follows:


	Periods Ended
	September 30
	2015			2014
	(Restated)
Revenue	$	—		$	—
Operating Expenses		14,972			8,486
Net Loss	$	(14,983	)	$	(8,486	)

Revenues

We did not earn any revenues for the three months ended September 30, 2015. We are presently in the development stage of our business and we can provide no assurance that we begin earning revenues.

Operating Expenses

Our expenses for the periods ended September 30, 2015 and 2014 are outlined in the table below:


	Periods Ended
	September 30
	2015		2014
	(Restated)
Audit Fees	$	7,500		6,600
Professional Fees		5,740		1,846
Other		1,732		40
Total Expenses	$	14,972	$	8,486

Net Profit (Loss)

Operating expenses were composed of audit and professional fees and general and administrative expenses. The net loss for the periods ended September 30, 2015 and 2014 were $14,983, and $8,486, respectively.

Liquidity and Capital Resources

It is anticipated that the Company will require approximately $500,000 during the next 12 months to implement its business plan. The Company has no capital with which to pay these anticipated expenses. It is the intent of management to provide the working capital necessary to support and preserve the integrity of the Company but there is no legal obligation for management to provide any additional funding to the Company. The Company has not identified any alternative sources and there is substantial doubt about the Company’s ability to continue as a going concern.

Critical Accounting Policies and Estimates

(a) Organization and Description of Business

The Company was incorporated under the laws of the state of Minnesota on May 3, 1972. The Company was a franchisee of fast food restaurants in Milwaukee, Wisconsin until the franchised restaurants were sold in October 1998. After the sale, the Company has been engaged in searching for a merger candidate that would expand the Company’s business plan.

Change in Control of the Company

On July 20, 2015, Michael Friess and Sanford Schwartz (collectively, the “Shareholders”), majority shareholders of the Company, entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Billion Rewards Development Limited (the “Purchaser”), a British Virgin Islands corporation, pursuant to which the Shareholders sold to the Purchaser an aggregate of 3,638,748 shares of common stock, par value $.001 per share of the Company (the “Majority Interests”) for $300,000 (the “Transaction”), resulting in the Purchaser owning approximately 80% of the total outstanding shares of the Company, and a change in control of the Company.

Also effective on July 20, 2015, Ningdi Chen was appointed as the Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and Director of the Board.

(b) Use of Estimates in the Preparation of Financial Statements

(d) Basis of Presentation - Going Concern

Management has opted to commence filing with the Securities and Exchange Commission (SEC) and then to seek a business combination. Management believes that this plan provides an opportunity for the Company to continue as a going concern.

(e) Recent Accounting Pronouncements

(f) Risks and Uncertainties

The Company is subject to substantial business risks and uncertainties inherent in starting a new business. There is no assurance that the Company will be able to complete a business combination.

(g) Revenue Recognition

(h) Cash and Cash Equivalents

The Company considers cash and cash equivalents to consist of cash on hand and demand deposits in banks with an initial maturity of 90 days or less.

(i) Fair Value of Financial Instruments

(j) Income Taxes

(k) Concentrations

(l) Reclassification

Certain amounts previously reported have been reclassified to conform to current presentation.

(m) Unaudited Financial Statements

The balance sheet as of September 30, 2015, the statements of operations and cash flows for the three month periods ended September 30, 2015 and 2014 have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures, normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. The results of operations for the three months ended September 30, 2015 are not necessarily indicative of results expected for the full year ending June 30, 2016. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in financial position at September 30, 2015 and 2014 and for all periods presented, have been made.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern. However, the Company has no business operations and has recurring losses and has negative working capital and shareholders’ deficits, which raise substantial doubt about its ability to continue as a going concern.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4.

CONTROLS AND PROCEDURES.

Disclosures Control and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:


	●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

	●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

	●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of September 30, 2015, our CEO evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Disclosure controls and procedure include, without limitations, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. Our Management is responsible for monitoring the process pursuant to which information is gathered and analyze such information to determine the extent to which such information requires disclosure in the reports filed with the Securities and Exchange Commission. Based on such evaluation, our CEO has concluded that as of September 30, 2015, the disclosure controls and procedure of the Company were effective.

As of September 30, 2015, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in by the Committee of Sponsoring Organizations of the Treadway Commission’s 2013 Internal Control - Integrated Framework and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of September 30, 2015.

Management believes that the material weaknesses set forth in items (1), (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2015. Additionally, we plan to test our updated controls and remediate our deficiencies in year 2015.

Changes in internal controls over financial reporting

On October 20, 2015, the Board of Directors of the Company accepted the resignation of Mr. Ningdi Chen as the Chief Executive Officer, Chief Financial Officer, President, Secretary, and Treasurer of the Company. Also on October 20, 2015, the Board of Directors appointed Mr. Kai Ming Zhao as the Chief Executive Officer, President, Secretary, and Treasurer of the Company. Mr. Kai Ming Zhao is also the principal accounting officer of the Company.

Except the above, there was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II – OTHER INFORMATION

ITEM 6.

EXHIBITS.


Exhibit Number		Description of Exhibit
10.1		Loan Agreement entered by and between Billion Reward Development Limited and the Company dated October 23, 2015 (1)
10.2		Offer Letter by the Company to Kai Ming Zhao dated October 1, 2015 (1)
31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive and financial officer (2)
32.1		Section 1350 Certification of principal executive officer and principal financial and accounting officer (2)
101		XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q. (2)

———————

(1) Previously filed.

(2) 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.


	Aladdin International, Inc.


Date: November 3, 2016	By	/s/ Qinghua Chen
		Name: Qinghua Chen
		Title: Chief Executive Officer, President, Treasurer, Secretary

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