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ITEM 2
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MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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This Quarterly
Report on Form 10-Q includes forward-looking statements. We have based these forward-looking statements on our current expectations
and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and
assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different
from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”
“continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to
such a discrepancy include, but are not limited to, those described under “Risk Factors” in our Form 10-K for the
fiscal year ended March 31, 2017, as filed on June 29, 2017. The following discussion should be read in conjunction with our Financial
Statements and related Notes thereto included elsewhere in this report.
Overview
Asia Training
Institute, Inc. (the “Company”) was incorporated in the State of Nevada on May 14, 2014 under the name “WeWearables,
Inc.”. Our principal executive offices are located at Room A, 16/F, Winbase Centre, 208 Queen’s Road Central Hong
Kong. Our phone number is 852-2350-1928.
The Company does
not currently have an operating business and has limited financial resources. The Company has not established a source of equity
or debt financing.
Our financial
statements include a note emphasizing the uncertainty of our ability to remain as a going concern.
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.
Operating Expenses
During
the three months ended September 30, 2017 and 2016, we have incurred $4,360 and $8,217 in expenses, respectively, primarily consisting
of professional fees associated with the SEC filings.
During
the six months ended September 30, 2017 and 2016, we have incurred $11,648 and $34,800 in expenses, respectively, primarily consisting
of professional fees associated with the SEC filings.
Going Concern
Our independent
accountants have included an explanatory paragraph in their opinion on our financial statements as of and for the year ended March
31, 2017 that states that the Company’s lack of revenues and financial resources, among other conditions, raise substantial
doubt about our ability to continue as a going concern.
The Company
does not currently engage in any business activities that provide cash flow. During the next 12 months we anticipate incurring
costs related to:
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filing
of Exchange Act reports,
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payment
of annual corporate fees, and
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investigating,
analyzing and consummating an acquisition.
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As of September 30, 2017, the Company has an accumulated
deficit of $267,146. Management anticipates that fees associated with the filing of Exchange Act reports including accounting
fees, legal fees and the payment of annual corporate fees will not exceed $75,000 during the next 12 months. We do not currently
intend to retain any entity to act as a “finder” to identify and analyze the merits of potential target businesses.
Management intends to search for a business combination by contacting various sources including, but not limited to, our affiliates,
lenders, investment banking firms, private equity funds, consultants and attorneys and does not plan to conduct a complete and
exhaustive investigation and analysis of a business opportunity. Management decisions, therefore, will likely be made without
detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds, would be desirable.
If management can find a suitable target company, we will have to budget for additional fees relating to the investigation into
the target company (including due diligence and possibly visiting the facilities) and consummating the reverse merger, which may
cost between $125,000 to $150,000. We expect that the expenses for the next 12 months and beyond will be paid with amounts that
may be loaned to or invested in us by our stockholders, management or other investors. Since we have minimal assets and will continue
to incur losses due to the expenses associated with being a reporting company under the Exchange Act, we may cease business operations
if we do not timely consummate a business combination.
We suffered
recurring losses from operations and have an accumulated deficit of $267,146 as of September 30, 2017, currently, we are a non-operating
public company. We currently are seeking to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization, exchangeable share transaction or other similar business transaction with one or more operating businesses or
assets that we have not yet identified. In the event we use all of our cash resources, certain members of management and shareholders
have indicated their willingness to loan us funds at the prevailing market rate, assuming we find a suitable candidate for an
acquisition, until such acquisition is consummated. Even though this is their current intention, they have made no firm commitment
and it is at their sole discretion whether or not to fund us. In the event they do not fund us and we are not able to find outside
investors, we will not have the funds necessary to operate and will have to dissolve.
Currently,
our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain
the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come
due. Our ability to continue as a going concern is also dependent upon our ability to find a suitable target company and enter
into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing
through a reverse merger transaction and/or related party advances. However, there is no assurance of additional funding being
available.
The Company
may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion
into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing
financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve
the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish
a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of
voting control which may occur in a public offering.
Any target
business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including
entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the
business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may affect
a business combination with an entity in an industry characterized by a high level of risk, and, although our management will
endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain
or assess all significant risks.
Our management
anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the
dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s
plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization.
The Company
anticipates that the selection of a business combination will be complex and extremely risky. Our potential merger targets are
firms seeking either the benefits of a business combination with an SEC reporting company and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things,
facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals
of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. While a private
operating company may achieve the same benefits by filing its own Exchange Act registration statement, such benefits can be achieved
at a potentially faster rate with limited regulatory review through the completion of a business combination with a public reporting
company. A potentially available business combination 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. The time required to select and evaluate a target business and to structure and complete a business combination cannot
presently be ascertained with any degree of certainty.
In identifying, evaluating and selecting a target business, we may
encounter intense competition from other entities having a business objective similar to ours. There are numerous blank check
companies that have gone public in the United States that have significant financial resources, that are seeking to carry out
a business plan similar to our business plan. Many of these entities are well established and have extensive experience identifying
and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human
and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these
competitors.
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Liquidity and Capital Resources
As of September
30, 2017, our total assets were $279 and our total liabilities were $79,627, comprised of accrued expenses and due to related
parties.
Stockholders’
deficit increased from $(67,699) as of March 31, 2017 to $(79,347) as of September 30, 2017.
Cash Flows from Operating
Activities
We have
not generated positive cash flows from operating activities. For the six months ended September 30, 2017 and September 30, 2016,
net cash flows used in operating activities were $(20,688) and $(41,419) respectively, consisting of net losses in both periods
and a change in accounts payable for the six months ended September 30, 2017.
Cash Flows from Financing
Activities
We
have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the six months
ended September 30, 2017 and 2016, net cash from financing activities was $20,350 and $41,907, respectively, consisting of loans
from former directors. As a condition of closing the recent change in control transaction, and as reported in the Form 8-K
filed October 23, 2017, the Company’s former sole officer and director, Chien Heng Chiang released the Company from any
and all existing claims, settled various liabilities of the Company and indemnified the Buyer and the Company from liabilities
arising out of any breach of any representation, warranty, covenant or obligation of Chiang.
Off-Balance Sheet
Arrangements
We
have not entered into 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 and would be considered material to investors.