ITEM 5.01 Change in Control of Registrant.
On October 18, 2017, the controlling
shareholder of Asia Training Institute, Inc. (the “Company”), Chien Heng Chiang sold to Peter Tong, an individual, (“Tong”)
19 million shares of the Company’s restricted common stock which had previously been issued to Mr. Chiang. The sale was the
result of a privately negotiated transaction without the use of public dissemination of promotional or sales materials. The buyer
represented that it was an accredited investor and as such could bear the risk of such investment for an indefinite period of time
and to afford a complete loss thereof.
As a condition of closing, Mr. Chiang
released the Company from any and all existing claims, settled various liabilities of the Company and indemnified Buyer and the
Company from liabilities arising out of any breach of any representation, warranty, covenant or obligation of Chiang.
Disclosure
required by Item 5.01(a)(8)
The Company
was a shell company, as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
immediately before the change of control and, therefore, is providing the information that would be required if the Company was
filing a registration statement on Form 10. As applicable, information required by a Form 10 with respect to the Company
that has been previously reported, will be satisfied by identifying the filing in which such information was included.
Form 10
Items:
Item
1. Business.
The Company’s
current business strategy is to investigate and, if such investigation warrants, acquire a target operating company or business
seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective
for the next twelve months and beyond such time will be to achieve long-term growth potential through a combination with an operating
business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to
any specific business, industry or geographical location and, thus, may acquire any type of business. However, the Company’s
current focus is expected to focus on finding an operating business with significant operations in Asia.
Under SEC Rule
12b-2 under the Exchange Act, the Company qualifies as a “shell company,” because it has no or nominal assets (other
than cash) and no or nominal operations. Management does not intend to undertake any efforts to cause a market to develop
in the Company’s securities, either debt or equity, until the Company has successfully concluded a business combination.
The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those
requirements.
The analysis
of new business opportunities will be undertaken by or under the supervision of the management of the Company. As of this date,
the Company has not entered into any definitive agreement with any party regarding business opportunities for the Company. The
Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities in that it may
seek out a target company in any business, industry or geographical location. In its efforts to analyze potential acquisition
targets, the Company will consider the following kinds of factors:
(a) potential
for growth, indicated by new technology, anticipated market expansion or new products;
(b) competitive
position as compared to other firms of similar size and experience within the industry segment as well as within the industry as
a whole;
(c) strength
and diversity of management, either in place or scheduled for recruitment;
(d) capital
requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale
of additional securities, through joint ventures or similar arrangements or from other sources;
(e)
the cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;
(f)
the extent to which the business opportunity can be advanced;
(g) the
accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required
items; and
(h) other
relevant factors.
In applying
the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and
make a determination based upon reasonable investigative measures and available data. Potentially available business
opportunities may occur in many different industries, and at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Company’s
limited capital available for investigation, the Company may not discover or adequately evaluate adverse facts about the opportunity
to be acquired. In addition, the Company will be competing against other entities that possess greater financial, technical
and managerial capabilities for identifying and completing business combinations. In evaluating a prospective business combination,
the Company will conduct as extensive a due diligence review of potential targets as possible given the lack of information which
may be available regarding private companies, the Company’s limited personnel and financial resources and the inexperience
of its management with respect to such activities. The Company expects that its due diligence will encompass, among
other things, meetings with the target business’s incumbent management and inspection of its facilities, as necessary, as
well as a review of financial and other information which is made available to it. This due diligence review will be
conducted either by the Company’s management or by unaffiliated third parties it may engage, including but not limited to
attorneys, accountants, consultants or other such professionals.
Form of
Potential Business Combination
The manner
in which the Company participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires
of the Company and the promoters of the opportunity, and the relative negotiating strength of the Company and such promoters.
It is likely
that the Company will acquire its participation in a business opportunity through the issuance of common stock or other securities
of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances
the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1)
of the Internal Revenue Code of 1986, as amended (the “Code”) depends upon whether the owners of the acquired business
own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these
provisions rather than other “tax free” provisions provided under the Code, all prior stockholders of the Company would
in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other
circumstances, depending upon the relative negotiating strength of the parties, prior stockholders of the Company may retain substantially
less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution
to the equity of those who were stockholders of the Company prior to a business combination with an operating entity.
The present
stockholders of the Company may not have control of a majority of the voting securities of the Company following a reorganization
transaction. As part of such a transaction, the Company’s sole director may resign and one or more new directors may be appointed
without any vote by stockholders.
In the case
of a business combination, the transaction may be accomplished upon the sole determination of management without any vote or approval
by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will may be approved
by the Company’s majority shareholder without calling shareholders’ meeting. The necessity to obtain such
stockholder approval could result in delay and additional expense in the consummation of any proposed transaction and may also
give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any
such transaction so as not to require stockholder approval.
It is anticipated
that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys
and others. The costs that will be incurred are difficult to determine at this time as the costs are expected to be
tied to the amount of time it takes to identify and complete a business combination transaction as well as the specific factors
related to the business combination target that is chosen, including such factors as the location, size and complexity of the business
of the target company. If a decision is made not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the
participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Company
of the related costs incurred. The Company has not established a timeline with respect to the identification of a business
combination target.
Competition
The Company
will face vast competition from other shell companies that desire to seek a potential business combination with a private company
seeking the perceived advantages of being a publicly held corporation. The Company will be in a highly competitive market
for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. A
large number of established and well-financed entities, including small public companies and venture capital firms, are active
in mergers and acquisitions of companies that may be desirable target candidates for the Company. Nearly all these entities
have significantly greater financial resources, technical expertise and managerial capabilities than the Company does; consequently,
the Company will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a
business combination. These competitive factors may reduce the likelihood of the Company identifying and consummating
a successful business combination.
Employees
The Company
presently has no employees. Its sole officer and director is engaged in outside business activities and anticipates
that he will devote to its business very limited time until the acquisition of a successful business opportunity has been identified. The
specific amount of time that management will devote to the Company may vary from week to week or even day to day, and, therefore,
the specific amount of time that management will devote to the Company on a weekly basis cannot be ascertained with any level of
certainty. In all cases, management intends to spend as much time as is necessary to exercise its fiduciary duties as
an officer and director of the Company and believes that he will be able to devote the time required to consummate a business combination
transaction as necessary. The Company expects no significant changes in the number of its employees other than such
changes, if any, in connection with a business combination.
Item
1A. Risk Factors.
The Company
is a “smaller reporting company” so the Company is not required to include this information.