UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
Amendment No.1
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended
June 30, 2017
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
No. 333-209497
INBIT
CORP.
(Exact
name of registrant as specified in its charter)
Nevada
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35-2517466
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(State
or other jurisdiction of
incorporation or organization)
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(I.R.S.
Employer
Identification No.)
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L9-02,
Level 9, Brem Mall,
Jalan
Jambu Mawar, Off Jalan Kepong,
52000
Kuala Lumpur, Malaysia
(Address
of principal executive offices, zip code)
Tel:
(603) 6257 0088
Fax:
(603) 6242 7088
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 [X]
No [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (check one):
Large
accelerated filer
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[ ]
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(Do
not check if a smaller reporting company)
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Smaller
reporting company
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[X]
|
Indicate
by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act): Yes [X] No
[ ]
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ]
No [ ]
APPLICABLE
ONLY TO CORPORATE ISSUERS
As
of June 30, 2017, there were 6,300,000 shares of common stock, $0.001 par value per share, outstanding.
EXPLANATORY
NOTE
We
are filing this Amendment No.1 to our Form 10-Q/A for the quarter ended June 30, 2017, to amend our quarterly report on Form 10-Q
for the quarter ended June 30, 2017 (“Original Filing”), for the purpose of correcting the error under the controls
and procedures of Item 4, “Controls and Procedures”. The error appears on page 10 of the Original Filing in the third
sentence of that paragraph. The correct explanation is as follows: “Based upon that evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that, as of June 30, 2017, our disclosure controls and procedures were not effective due
to the presence of material weaknesses in internal control over financial reporting.”
This
Amendment No. 1 does not reflect events occurring after the filing of the Original Filing or modify or update those disclosures
that may be affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing
and our other SEC filings subsequent to the filing of the Original Filing. as well as any other filings made by the Company with
the SEC pursuant to Section 13(a) or 15(d) of Securities Exchange Act of 1934, as amended, subsequent to the filing of the Original
Filing.
SPECIAL
NOTE ABOUT FORWARD LOOKING STATEMENTS
This
Quarterly Report on Form 10-Q/A contains statements that are, or may be considered to be, forward-looking statements within the
meaning of The Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements that are not historical facts,
including statements about our beliefs or expectations, are forward-looking statements. These statements may be identified by
such forward-looking terminology as “expect,” “estimate,” “intend,” “believe,”
“anticipate,” “may,” “will,” “should,” “could,” “continue,”
“project,” “opportunity,” “predict,” “would,” “potential,” “future,”
“forecast,” “guarantee,” “assume,” “likely,” “target” or similar statements
or variations of such terms.
Our
forward-looking statements are based on a series of expectations, assumptions and projections about our Company and the markets
in which we operate, and are not guarantees of future results or performance, and involve substantial risks and uncertainty, including
assumptions and projections concerning our assets under management, net cash inflows and outflows, operating cash flows and future
credit facilities, for all future periods. All of our forward-looking statements contained in this Quarterly Report on Form 10-Q/A
are as of the date of this Quarterly Report on Form 10-Q/A only.
ITEM
4. CONTROLS AND PROCEDURES.
DISCLOSURE
CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures:
We
conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2017. This evaluation was carried out under the supervision and
with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that, as of June 30, 2017, our disclosure controls and procedures were not effective
due to the presence of material weaknesses in internal control over financial reporting.
A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented
or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude
that, as of June 30, 2017, our disclosure controls and procedures were not effective: (i) 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; (ii) inadequate segregation
of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting
processes.
Changes
in Internal Control over Financial Reporting:
There
were no changes in our internal control over financial reporting during the quarter ending June 30, 2017, that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART
II. OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS.
The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject
to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal
proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on
the Company’s business, financial condition or results of operations.
ITEM
1A. RISK FACTORS
As a smaller reporting company (as defined
in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM
4. MINE SAFETY DISCLOSURES.
None.
ITEM
5. OTHER INFORMATION.
None.
ITEM
6. EXHIBITS.
(a)
Exhibits required by Item 601 of Regulation SK.
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.
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INBIT
CORP.
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(Name
of Registrant)
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Date:
November 13, 2017
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By:
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/s/
TAN CHEE HONG
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Name:
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TAN
CHEE HONG
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Title:
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Chief
Executive Officer and Chairman
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Date: November 13, 2017
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By:
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/s/ CHOY CHENG CHOONG
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Name:
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CHOY CHENG CHOONG
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Title:
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Chief Financial Officer and Treasurer
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