U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2017~~2018

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number: 000-54107

COLORSTARS GROUP

(Exact name of registrant as specified in its charter)

Nevada		06-1766282
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

10F, No. 566 Jung Jeng Rd. Sindian City, New Taipei City 231, Taiwan, R.O.C.

(Address of principal executive offices)

(949) 336-6161

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has 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. Yes [ ] No [X]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 [ ] No [X]

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,” “non-accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[X]
		Emerging growth	[ ]

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. [ ]

Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of ~~October~~December 54, 2018, there were 102,274,515 shares of common stock, par value $0.001, issued and outstanding.

COLORSTARS GROUP

FORM 10-Q

INDEX

Page PART I – FINANCIAL INFORMATION Item 1 Financial Statements 3 Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 13 Item 3 Quantitative and Qualitative Disclosures About Market Risk 1715 Item 4 Controls and Procedures 1715 PART II – OTHER INFORMATION Item 1 Legal Proceedings 1816 Item 1A Risk Factors 1816 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 1816 Item 3 Defaults Upon Senior Securities 1816 Item 4 Mine Safety Disclosures 1816 Item 5 Other Information 1816 Item 6 Exhibits 1816 SIGNATURES 1917

PART I—FIANCIAL INFORMATION

COLORSTARS GROUP

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

TABLE OF CONTENTS

	PAGE NO.
Consolidated Balance Sheets As of September 30, 2017(Unaudited) and December 31, 2016(Audited)	4
Consolidated Balance Sheets As of March 31, 2018(Unaudited) and December 31, 2017(Audited)	4
Consolidated Statements of Comprehensive Loss (Unaudited) for the three months ended September 30, 2017 and 2016	5
Consolidated Statements of Comprehensive Loss (Unaudited) for the three months ended March 31, 2018 and 2017	5
Consolidated Statements of Comprehensive Loss (Unaudited) for the nine months ended September 30, 2017 and 2016	6
Consolidated Statement of Cash Flows (Unaudited) for the three months ended March 31, 2018 and 2017	6
Consolidated Statement of Cash Flows (Unaudited) for the nine months ended September 30, 2017 and 2016	7
Notes to Consolidated Financial Statements(Unaudited)	7-12
Notes to Consolidated Financial Statements(Unaudited)	8-12

COLORSTARS GROUP

CONSOLIDATED BALANCE SHEETS

~~September~~March 3031, ~~2017~~2018(Unaudited) and December 31, ~~2016~~2017(Audited)

(in USD)

	September 30, 2017			December 31, 2016
	March 31, 2018			December 31, 2017
Assets
Current assets:
Cash and equivalents	$	~~305~~368,~~524~~104		$	32359,~~433~~403
Accounts receivable, net of allowance for doubtful accounts of $158,010 at September 30, 2017 and $152,710 at December 31, 2016.		-			-
Accounts receivable, net of allowance for doubtful accounts of $156,216 at March 31, 2018 and $152,883 at December 31, 2017.		-			-
Prepaid expenses and other current assets		472,~~982~~663			5318,~~699~~056
Total current assets		~~353~~370,~~506~~767			86377,~~132~~459
Equipment, net of accumulated depreciation		4336,~~866~~368			4636,~~328~~057
Other assets		920,~~356~~741			820,~~735~~299
Total assets	$	~~406~~427,~~728~~876		$	~~141~~433,~~195~~815
Liabilities and stockholders’ equity
Current liabilities:
Short term loan	$	~~537,508~~-		$	~~526,591~~-
Accounts payable		1516,~~267~~553			4415,~~968~~524
Advance from shareholder		~~384~~380,~~894~~115			74441,~~379~~603
Accrued expenses		34,~~865~~972			123,~~516~~708
Other current liabilities		~~292,781~~58			19199,~~165~~967
Current portion of long term loan		~~102,856~~-			6787,~~651~~538
Total current liabilities		1401,~~337,171~~698			~~745~~748,~~270~~340
Long term loan		-			~~80,414~~-
Total liabilities	$	1401,~~337,171~~698			~~825~~748,~~684~~340
Commitments and contingencies		-			-
Stockholders’ equity
Common Stock –Par Value $0.001 67,448,890 shares issued and outstanding, 450,000,000 shares are authorized at September 30, 2017 and December 31, 2016		67,449			67,449
Common Stock ––Par Value $0.001 102,274,515 and 90,274,515 shares issued and outstanding, 450,000,000 shares are authorized at March 31, 2018 and December 31, 2017		102,275			90,275
Additional paid in capital		34,~~112~~157,~~230~~518			3,~~112~~759,~~230~~260
Accumulated other comprehensive income		~~155~~137,~~061~~681			~~200~~139,~~123~~825
Accumulated deficit		(4,~~265~~371,~~183~~296	)		(4,~~064~~303,~~291~~885	)
Total stockholders’ equity		~~(930~~26,~~443~~178	)		(~~684~~314,~~489~~525	)
					-
Total liabilities and stockholders’ equity	$	427,876		$	433,815
Total liabilities and stockholders’ equity	$	406,728		$	141,195

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

COLORSTARS GROUP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

(in USD)

	Three months ended September 30,
	Three months ended March 31,
	2017			2016
	2018			2017
Net sales	$	-1,185		$	8316,~~216~~328
Cost of goods sold		-597			6012,~~509~~562
Gross profit		-588			223,~~707~~766
Operating expenses
Selling, general and administrative		4136,~~867~~608			4836,~~696~~308
Bad debt Selling		-			-
Rent		-15,566			11,~~279~~460
Depreciation & Amortization		~~1,803~~470			52,~~180~~057
Research and development		-			~~1,417~~-
Total operating expenses		4352,~~670~~644			6649,~~572~~825
Loss from operations		(4352,~~670~~056	)		(4346,~~865~~059	)
Other expenses
Interest expense (net)		(511,~~385~~364	)		(45,~~712~~090	)
Loss on foreign exchange, net		-(3,991	)		~~(20,962~~-	)
Bad debt recovery		~~(4,213~~-	)		-3,537
Loss before income tax		(53,268	)		(69,539	)
Impairment loss		-			(1,636	)
Loss before income tax		(67,411	)		(49,248	)
Income tax provision		-			-
Net loss		(5367,~~268~~411	)		(6949,~~539~~248	)
Other comprehensive gain/(loss):
Foreign currency translation gain/(loss)		(32,~~715~~144	)		8(43,~~762~~678	)
Comprehensive loss	$	(5669,~~983~~555	)	$	(6092,~~777~~926	)
Earnings per share attributable to common stockholders:
Basic and diluted per share	$	0.00		$	0.00
Weighted average shares outstanding:
Basic and diluted		6798,~~448~~274,~~890~~515			67,448,890

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

COLORSTARS GROUP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

(in USD)

	Nine months ended September 30,
	2017			2016
Net sales	$	18,713		$	288,874
Cost of goods sold		14,390			201,435
Gross profit		4,323			87,439
Operating expenses
Selling, general and administrative		161,911			194,874
Bad debt Selling		-			-
Rent		23,508			33,250
Depreciation & Amortization		5,667			21,054
Research and development		-			1,392
Total operating expenses		191,086			250,570
Loss from operations		(186,763	)		(163,131	)
Other income (expenses)
Interest expense (net)		(15,912	)		(9,224	)
Loss on foreign exchange		-			(34,098	)
Bad debt recovery		5,475			64,711
Impairment loss		(335	)		-
Loss before income tax		(197,535	)		(141,742	)
Income tax provision		(3,357	)		-
Net loss		(200,892	)		(141,742	)
Other comprehensive gain/(loss):
Foreign currency translation gain/(loss)		(45,062	)		19,911
Comprehensive loss	$	(245,954	)	$	(121,831	)
Earnings per share attributable to common stockholders:
Basic and diluted per share	$	0.00		$	0.00
Weighted average shares outstanding:
Basic and diluted		67,448,890			67,448,890

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

COLORSTARS GROUP

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

(in USD)

	Nine months ended September 30,
	Three months ended March 31,
	2017			2016
	2018			2017
Cash flows from operating activities
Net (loss)	$	(200,892	)	$	(141,742	)
Net loss	$	(67,411	)	$	(49,248	)
Depreciation		~~5,666~~470			212,~~054~~057
Gain on reversal of bad debts		~~(5,475~~-	)		(643,~~711~~537	)
Impairment loss		~~335~~-			-1,634
Changes in operating assets and liabilities:
Accounts receivable		~~5,475~~-			833,~~327~~205
Prepaid expenses and other current assets		514,~~096~~951			(252,~~122~~993	)
Accounts payable		~~(29~~1,~~701~~028	)		(9218,~~548~~354	)
Accrued expenses		(81,~~651~~264	)		~~(97~~1,001	)
Receipts in advance and other current liabilities		~~273~~(199,~~614~~909	)		~~(380~~60	)
Cash flows provided by (used for) operating activities		45(249,~~467~~607	)		(~~220~~66,~~219~~175	)
Cash flows from financing activities
Advance from shareholder		~~310~~96,~~515~~475			5070,~~604~~910
Increase (decrease) in short-term loans		(26,543	)		-
Repay advance from shareholder		(157,963	)		-
Increase (decrease) in long-term loans		(45,208	)		171,382
Increase (decrease) in short-term loans		(87,538	)		(9,952	)
Cash flows provided by financing activities		238,764			221,986
Increase (decrease) in capital		410,258			-
Effect of exchange rate changes on cash and cash equivalents		(11,140	)		42,572
Cash flows provided by financing activities		261,232			60,958
Net increase in cash and cash equivalents		273,091			44,339
Effect of exchange rate changes on cash and cash equivalents		(2,924	)		(14,681	)
Beginning cash and cash equivalents		32,433			24,129
Net increase in cash and cash equivalents		8,701			(19,898	)
Ending cash and cash equivalents	$	305,524		$	68,468
Beginning cash and cash equivalents		359,403			32,433
Ending cash and cash equivalents	$	368,104		$	12,535
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest	$	~~15,917~~-		$	95,~~243~~090
Tax paid	$	~~800~~-		$	(3-	)

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

COLORSTARS GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 – Nature of Business and Basis of Presentation

Nature of Business – Circletronics Inc., now ColorStars Group (“the Company”), was incorporated in Canada on January 21, 2005. Circletronics Inc.- was redomiciled to Nevada and its name changed to ColorStars Group on November 3, 2005. ColorStars Group owns 100% of the shares of ColorStars Inc.

Color Stars Inc. (“Color Stars TW”, “the Subsidiary”) was incorporated as a limited liability company in Taiwan, Republic of China in April 2003 and commenced its operations in May 2003. The Company through its wholly owned Subsidiary is mainly engaged in manufacturing, designing and selling light-emitting diode and lighting equipment.

The company will be transformed into a holding company due to environmental changes at 2018. Invest in various potential companies.

Basis of Presentation - The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for a complete presentation of the financial statements.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair statement of the financial position, results of operations and cash flows for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2017~~2018 and ~~2016~~2017 have been included. Operating results for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2017~~2018 are not necessarily indicative of the results to be expected for any subsequent interim period or for the year ending December 31, ~~2017~~2018.

The balance sheet at December 31, ~~2016~~2017 included herein was derived from the consolidated financial statements included in the Company’s Annual Report on Form 10-K as of that date. Accordingly, the consolidated financial statements included herein should be reviewed in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016~~2017, as filed with the Securities and Exchange Commission (“SEC”) on ~~September~~November 65, 2018.

Certain previsouly reported amounts have been reclassified to conform to current-period presentation, although no net effect on the previously-reported financial information

Basis of Consolidation - The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated.

Note 2 - Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has negative working capital of $~~983~~30,~~665~~931 and an accumulated deficit of $4,~~265~~371,~~183~~296 as of ~~September~~March 3031, ~~2017~~2018, and it ~~reported~~ reported net losses for past two years. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company need to raise additional capital from external sources or from shareholder loans to support it operation. There is no assurance that the Company will be able to obtain funding with acceptable terms.

COLORSTARS GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 3 - Concentration of Risk

For the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018, products sold to largest customers accounted for approximately 29100% of total revenue. ~~Products~~ Products purchased from ~~two~~largest suppliers accounted for approximately 66100% ~~and 27%~~ of ~~the~~ total purchases during the ~~nine~~three months ended ~~September~~ ~~30,~~March ~~2017~~31, 2018.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017, products sold to largest customers accounted for approximately 6131% of total revenue. ~~Products~~ Products purchased from ~~three~~two suppliers accounted for approximately 5266%, ~~22%~~ and 1728% of the total purchases during the ~~nine~~three months ended ~~September 30~~March 31, ~~2016~~2017.

Note 4 - Long Term Investments

The Company adopted the provisions of ASC 820, which require us to determine the fair value of financial assets and liabilities using a specified fair-value hierarchy. The objective of the fair-value measurement of our financial instruments is to reflect the hypothetical amounts at which we could sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date (exit price). ASC 820 describes three levels of inputs that may be used to measure fair value, as follows:

Level 1 value is based on observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 value is based on inputs other than quoted market prices included in Level 1 that are observable for the asset or liability either directly or indirectly.

Level 3 values are driven by models with one or more significant inputs or significant value drivers that are unobservable.

Anteya Technology Corp (Anteya) is a private company incorporated in Taiwan. The equity interest held by the Company is 13.68% on ~~September~~March 3031, ~~2017~~2018.

Anteya Technology ceased operations in April 2017 and, as a result, no future economic benefit was considered realizable by the Company and, as a result, the investment was fully impaired in the year ended December 31, 2015 resulting in a loss of $113,177.

COLORSTARS GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 5- Inventory

Inventories stated at the lower of cost or market value are as follows:

	September 30, 2017			December 31, 2016
	March 31, 2018			December 31, 2017
Finished goods	$	~~794~~817,~~895~~691		$	~~741~~800,~~787~~246
Allowance for Inventory Valuation and Obsolescence Losses		(~~794~~817,~~895~~691	)		(~~741~~800,~~787~~246	)
Total	$	-		$	-

The Company decided to shift in operational focus and that it was determined remaining inventory had little-to-no value, thus fully impaired at December 31, 2015.

Note 6 - Income Taxes

The Company is subject to U.S. federal income tax as well as income tax in states and foreign jurisdictions(Taiwan). For the major taxing jurisdictions, the tax years ~~2014~~2016 through ~~2016~~2018 remain open for state and federal examination. The Company believes assessments, if any, would be immaterial to its consolidated financial statements. With respect to the foreign jurisdiction, the Company is no longer subject to income tax audits for the years prior to ~~2015~~2017 (inclusive).

The income tax provision information is provided as follows:

	Three months ended September 30,						Nine months ended September 30,
	Three months ended March 31,
	2017			2016			2017			2016
	2018			2017
Component of income (loss) before income taxes:
United States	$	(315,~~735~~645	)	$	(2,~~128~~000	)	$	~~(25,160~~	)	$	~~(49,015~~	)
Foreign		(4951,~~533~~766	)		(6747,~~411~~248	)		~~(172,375~~	)		~~(92,727~~	)
Net loss	$	(5367,~~268~~411	)	$	(6949,~~539~~248	)	$	~~(197,535~~	)	$	~~(141,742~~	)
Provision for income taxes
Current
U.S. federal		-			-			-			-
State and local		-			-			~~(800~~	)		-
Foreign		-			-			~~(2,557~~	)		-
Income tax benefit(loss)	$	-		$	-		$	~~(3,357~~	)	$	-

The income tax section listed above are taxes charged by the US federal, State and Local, and Foreign authorities for income taxes and taxes associated with doing business in the region.

Note 7 - Bank Short Term Debt

	September 30, 2017		December 31, 2016
		March 31, 2018		December 31, 2017
Short term loan	$	~~537,508~~-	$	~~526,591~~-

The Company signed revolving credit agreements with a lending institution.. ~~The~~All ~~interest~~loans ~~rate~~have onbeen ~~short-term~~fully ~~borrowings~~repaid ~~outstanding as~~on ofDecember ~~September~~5 ~~30,~~ 2017 ~~is 1~~.~~91% per annum, as of December 31, 2016, interest rate is 1.94% per annum.~~ The short term debt is secured by a personal guarantee from directors and the realty property of a spouse of a director. There was no short term loan for the period ended March 31, 2018.

109

COLORSTARS GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 8 - Long Term Loan

The Company signed sales with buyback agreement of 5 million New Taiwan Dollars (US$164,542) with Chailease Finance Co., Ltd. in July 2016. The loan is amortized to 36 months and the monthly repayment amount is based on the remaining principal at the beginning of each 12 months. The interest rate is fixed at 6.37% per annum over the term of the agreement. For the first 12 months of the term the monthly repayment was $196,000 NTD (US$6,450) beginning in July 2016, and fixed for the following 12 months until June 2017. The monthly repayment was reduced to $168,000 NTD (US$5,529) beginning in July 2017, and fixed for ~~the~~ the following 12 months until June 2018. However, the company made an overall repayment of the remaining amounts due of $2,283,954 NTD (US$75,161) on Feb. 13, 2018 and terminated this loan agreement. AsAn aimputed ~~result~~effective interest of ~~the~~$11,364 ~~full~~on ~~repayment~~this inpay ~~Feb~~off ~~2018, all amounts under~~was ~~the~~recognized ~~buyback~~as ~~agreement~~interest ~~are~~expense ~~considered~~for ~~and~~the ~~classified~~reporting asperiod ~~current~~ended ~~liabilities~~March ~~as of September 30~~31, ~~2017~~2018.

Note 9 - Geographic Information

Product revenues for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2017~~2018 and ~~2016~~2017 are as follows:

	Three months ended September 30,				Nine months ended September 30,
	Three months ended March 31,
	2017		2016		2017		2016
	2018		2017
Customers based in:
Europe	$	-	$	189,~~492~~114	$	~~10,953~~	$	~~88,640~~
Asia		-		72,~~808~~206		~~2,263~~		~~15,587~~
United States		-1,185		565,~~916~~008		~~5,497~~		~~180,838~~
Others		-		-		-		~~3,809~~
	$	-1,185	$	8316,~~216~~328	$	~~18,713~~	$	~~288,874~~

Note 10 - Related Party Transactions

The Company has recorded expenses for the following related party transactions for ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018 and ~~2016~~2017:

	Nine months ended September 30,
	Three months ended March 31,
	2017		2016
	2018		2017
Purchase from Anteya Technology Corp	$	~~8,299~~-	$	608,~~947~~091
Rent paid to Mr. Wei-Rur Chen	$	~~23,508~~-	$	3311,~~250~~460

Mr. Chen was willing to exempt the rent payment of the Company for the period ended March 31, 2018, as the Company was going through transformation and seeking new business opportunities.

As of the balance sheet date indicated, the Company had the following receivable and liabilities recorded with respect to related party transactions:

	September 30, 2017			December 31, 2016
	March 31, 2018			March 31, 2017
Anteya Technology Corp
Due (to) from affiliate	$	1314,~~553~~075		$	~~(355~~13,774	)
Mr. Wei-Rur Chen
Payable to Shareholder	$	(~~384~~380,~~894~~115	)	$	(74441,~~379~~603	)

The Company ~~leases~~conducted ~~office~~business ~~space~~with ~~from~~a ~~Mr.~~related ~~Wei-Rur~~party ~~Chen~~company ~~which~~Anteya ~~the~~Technology ~~term~~Corp. ~~for~~The ~~the~~Company ~~agreement~~owns is13.68% ~~from~~of ~~November~~the ~~2015~~outstanding ~~to November 2020 with~~common ~~amount~~stock ~~rent~~ of ~~$45,000.~~Anteya ~~Rent~~Technology ~~payments~~Corp ~~were~~as ~~$23,508~~of ~~and~~March ~~$33~~31,~~250~~ ~~for~~2018. ~~the~~All ~~nine~~transactions ~~months~~were ~~ended~~at ~~September~~market-based ~~30, 2017 and 2016 respectively~~prices.

~~The~~Mr. ~~Company~~Wei-Rur ~~conducted~~Chen ~~business~~made ~~with~~various aadvances ~~related~~to ~~party~~the ~~company~~Company ~~Anteya~~as ~~Technology~~personal ~~Corp~~loan. ~~The~~This ~~Company~~personal ~~owns~~loan 13carried no interest and was payable upon request.~~68%~~ ofFor the ~~outstanding~~3 ~~common stock~~months ofended ~~Anteya~~March ~~Technology~~31, ~~Corp~~2018, asadvances offrom ~~September~~Mr. 30Chen totaled $96,475, ~~2017~~and repayment to Mr. ~~All~~Chen ~~transactions~~totaled ~~were~~$157,963 and atthe ~~market-based~~net ~~prices~~repayment to Mr. Chen was $61,488. The balance of advance from Mr. Chen was $380,115 as of March 31, 2018,

1110

COLORSTARS GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 10 - Related Party Transactions(continued)

Mr. Wei-Rur Chen made various advances to the Company. The balance of advance was $384,894 as of September 30, 2017, of which $310,515 was made during the 9-months ended September 30, 2017, to cover operating expenses of the Company.

Note 11 - Commitments

The company leases offices in Taiwan. The main office is relocated in New Taipei City with monthly rental of NTD$120,000, and the term is from 11-7-2015 to 10-6-2020. The company rented a branch office located in Taipei City with a monthly rental of NTD$160,000 on 11-11-2017, and the term is from 12-1-2017 to 11-30-2019. However this branch office is closed on April 10, 2018 and the lease is cancelled. The minimum future rental payments due under non-cancelable operating leases with remaining terms at ~~September 30~~March 31, ~~2017~~ 2018 are as follows:

	For the year ended December 31,
	For the year ended March 31,2018
2017	$	28,959
2018		44,103
2018		64,939
	$	44,103
	$	93,898

	Nine months ended September 30,
	Three months ended March 31,
	2017		2016
		2018		2017
Rent expenses	$	2315,~~508~~566	$	3311,~~250~~460

~~The Company~~Note ~~received~~12 a- Issuance ~~total deposit~~ of ~~NTD$8,360,500 (~~New ~~Taiwan~~Shares ~~Dollar, or US$271,763) as temporary deposit from stock subscribing~~and ~~shareholders described in Note 12 below, which is presented as Other Current Liabilities, for the reporting period ended September 30, 2017.~~Proceeds

~~Note~~ The Company issued a total of 12,000,000 shares of Company common stock to 23 investors at a price per share of US $0.034188 for a total proceeds of US $410,256.38 on February 5, 2018. Part of this total proceeds of $199,967 was collected and deposited by the Company in the reporting period ended December 31, 2017 and was recorded as current liabilities. Upon the issuance of these new shares the current liabilities were reduced by the same amount for this reporting period. The proceeds were used for the repayment of the short-term ~~Subsequent~~loan ~~Events~~and some of the shareholder's personal loan to the Company and fund for operations.

The Company evaluated all events subsequent to September 30, 2017 through the date of the issuance of the financial statements, there are no other significant or material transactions to be reported except as follows:11

OnCOLORSTARS ~~October~~ GROUP 5,AND 2017, the Company completed the sale of a total of 12,825,625 shares of Company common stock to 13 investors at a price per share of US $0.0264 for a total of US $337,961.13 in proceeds to the Company.SUBSIDIARIES

OnNOTES ~~November~~TO ~~13,~~CONSOLIDATED ~~2017,~~FINANCIAL ~~the~~STATEMENTS ~~Company completed the sale of a total of 10,000,000 shares of Company common stock to 11 investors at a price per share of US $0.033 for a total of US $330,000 in proceeds to the Company.~~(UNAUDITED)

OnNote ~~February~~13 5,- ~~2018,~~Subsequent ~~the Company completed the sale of a total of 12,000,000 shares of Company common stock to 23 investors at a price per share of US $0.034188 for a total of US $410,256.38 in proceeds to the Company.~~Events

OnThe ~~February~~Company ~~14,~~evaluated ~~2018,~~all ~~Ms.~~events ~~Chiu~~subsequent ~~Mei-Ying~~to ~~resigned~~March as31, a2018 ~~Director~~through ~~and~~ the ~~Secretary~~date of the ~~Company.~~issuance ~~Her resignations were not the result~~ of ~~any disagreements with~~ the ~~Company.~~financial ~~Effective February 21~~statements, ~~2018, the remaining two directors on the Board of Directors of the~~there ~~Company~~are ~~appointed~~no ~~Mr.~~other ~~Wilson~~significant ~~Chen~~or tomaterial ~~the~~transactions ~~Board of Directors~~ to ~~fill~~be ~~the~~reported ~~vacancy~~except ~~created~~as ~~by the resignation of Ms. Chiu Mei-Ying.~~follows:

On September 17, 2018, the U.S. Securities and Exchange Commission (“Commission”) announced the temporary suspension of trading in the securities of the Company, commencing at 9:30 a.m. EDT on September 18, 2018 and terminating at 11:59 p.m. EDT on October 1, 2018. The Commission temporarily suspended trading in the securities of the Company due to a lack of current and accurate information about the Company because it has not filed certain periodic reports with the Commission. This order was entered pursuant to Section 12(k) of the Securities Exchange Act of 1934 (“Exchange Act”) and was accompanied by an Order Instituting Administrative Proceedings and Note of Hearing pursuant to Section 12(j) of the Exchange Act. The stated purpose of the order and hearing is for the Commission to determine whether it is necessary and appropriate to continue the suspension in the trading of the securities of the Company for a period not exceeding twelve months, or to revoke the registration of the Company’s securities pursuant to Section 12 of the Exchange Act.

On October 18, 2018, the Company had a pre-hearing telephone conference with the Commission regarding the Proceeding. During the pre-hearing conference, it was agreed that the Commission’s motion for summary disposition against the Company would be due on November 15, 2018; the Company’s opposition brief would be due on December 13, 2018; and that the Commission’s reply brief would be due on December 20, 2018. The Commission has offered the Company the alternative to consent to the revocation of the registration of the Company’s securities pursuant to Section 12 of the Exchange Act to avoid the time and cost associated with contesting the Proceeding. If the Company were to consent to the revocation of its registration, the Company would then need to file a registration statement (with two years of audited financials) with the Commission and cause that registration statement to become effective in order to reinstate the registration of the Company’s securities. It is the Company’s understanding from the pre-hearing conference with the Commission that the only remedy the Commission has for delinquent filers such as the Company, even if the filer becomes current by the date of the hearing, is the revocation of the registration of the Company’s securities pursuant to Section 12 of the Exchange Act. Therefore, the Company cannot provide any assurances that it will be able to avoid the revocation of the registration of the Company’s securities pursuant to Section 12 of the Exchange Act due to the Company becoming delinquent in its filings. If the registration of the Company’s securities is revoked, the Company intends to file a registration statement with the Commission to reinstate the registration of the Company’s securities. The Company cannot provide any assurances as to the timing of the filing and effectiveness of such a registration statement.

On November 10, 2018, Mr. Hsui-Fu Liu resigned as a Director of the Company . His resignation was not the result of any disagreements with the Company.

On November 29, 2018, the remaining two directors on the Board of Directors of the Company appointed Mr. Michael Chung to the Board of Directors to fill the vacancy created by the resignation of Mr. Liu Hsiu-Fu.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

Forward Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes”, “project”, “expects”, “anticipates”, “estimates”, “intends”, “strategy”, “plan”, “may”, “will”, “would”, “will be”, “will continue”, “will likely result”, and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

(a) Business Overview.

ColorStars Group (“we”, “us”, “our”, the “Company”) was initially incorporated in the Province of Ontario, Canada on January 21, 2005. On November 3, 2005, we converted to a Nevada corporation. We ~~are~~have historically operated as a vertically integrated lighting company that develops light emitting diodes (“LED”) based lighting products for general consumer applications as well as LED lighting products for professional lighting installations. Our LED lighting application development activity ~~ranges~~ has historically ranged from LED packaging to optical lens and heat management, from retrofit LED lamps and bulbs to lighting fixtures designed for general and special lighting applications. ~~The~~Due ~~Company~~to ~~intends~~evironmental tochanges ~~change~~in ~~its~~2018 ~~business~~adversely affecting ~~model~~the ~~into~~LED alighting ~~holding~~market, ~~company~~in ~~due~~2018 tothe ~~environmental changes~~Company inbegan ~~2018~~to ~~adversely~~phase ~~affecting~~out of the LED lighting market. ~~The~~and ~~Company’s~~change its business model into ~~commencing~~a inholding ~~2018~~company is to acquire ~~various~~ ~~operating~~and operate other companies. There is no assurance that the Company will be able to acquire any operating companies.

(b) ~~Significant~~Material ~~Business~~ Transactions ~~Overview~~During the Reporting Period.

On July 24, 2005, we entered into an acquisition agreement with ColorStars, Inc., a Taiwanese corporation (“ColorStars Taiwan”), pursuant to which, on February 14, 2006, the shareholders of ColorStars Taiwan were issued shares of our Company in exchange for their shares of ColorStars Taiwan. This resulted in ColorStars Taiwan becoming a wholly owned subsidiary of the Company. Specifically, for each share of common stock outstanding of ColorStars Taiwan (1,500,000 shares of ColorStars Taiwan were issued and outstanding at such time), 20 shares of our common stock were issued in exchange for each such share (the aggregate of 30,000,000 shares of our common stock).

On March 20, 2009, ColorStars Taiwan acquired 50.4% of the outstanding common shares of Fin-Core Corporation, a Taiwanese corporation (“Fin-Core”) for a cash consideration of US $468,262. This resulted in Fin-Core becoming a subsidiary of ours. The purchase price for the common shares of Fin-Core was determined through private negotiations between the parties and was not based upon any specific criteria of value. Fin-Core is principally engaged in the design and manufacturing of thermal management devices, the design and manufacturing of electrical and lighting devices and trade, and the import and export of electrical and lighting devices.

On July 7, 2010, ColorStars Taiwan sold 30.4% of its common shares of Fin-Core to Meiloon Industrial Co., Ltd., a publicly traded company on the Taiwan Stock Exchange, for a cash offering of US $429,000. As a result of this transaction, ColorStars Taiwan owned only 20% of the outstanding common shares of Fin-Core.

On August 5, 2009, ColorStars Taiwan acquired a 51% equity interest in Jun Yee Industrial Co., Ltd., a Taiwanese corporation (“Jun Yee”) for a cash consideration of US $536,000. The purchase price for the equity interest in Jun Yee was determined through private negotiations between the parties and was not based upon any specific criteria of value. Upon acquiring the equity interest, Jun Yee became a subsidiary of ours. The principal activity of Jun Yee is the manufacturing of LED light.

On November 26, 2010, ColorStars Taiwan entered into two related stock purchase agreements whereby ColorStars Taiwan sold all of its shares of Jun Yee common stock to Mr. Ming-Chun Tung and Ms. Ming-Fong Tung. Pursuant to the stock purchase agreement entered into with Mr. Ming-Chun Tung, ColorStars Taiwan sold 265,000 shares of its Jun Yee common stock to Mr. Ming-Chun Tung at a price per share of NTD $23 (USD $0.76) for a total purchase price of NTD $6,095,000 (USD $200,427). Furthermore, pursuant to the stock purchase agreement entered into with Ms. Ming-Fong Tung, ColorStars Taiwan sold 500,000 shares of its Jun Yee common stock to Ms. Ming-Fong Tung at a price per share of NTD $23 (USD $0.76) for a total purchase price of NTD $11,500,000 (USD $378,165). As a result of the transactions consummated above, Jun Yee is no longer our subsidiary.

In October 2011, Fin-Core decided to increase its capital by issuing 3,000,000 new shares at par value of NTD10 per share. The Company was entitled to subscribe for up to 600,000 shares for NTD 6,000,000. However, the Company chose not to participate in the subscription of any newly issued shares of Fin-Core. As a result, on November 4, 2011, the Company’s equity interest in Fin-Core decreased to 11.43% from 20% after issuance of 3,000,000 new shares.

On Dec. 20, 2012, Fin-Core Corporation decreased its total shares from 7,000,000 to 500,000. The Company’s invested cost and percentage of shareholding were unchanged after the share consolidation. The Company held 57,143 shares in Fin-Core after the consolidation.

On December 28, 2012, Fin-Core increased its total shares to 1,100,000 shares with a new capital injection. The Company decided to not participate in the new share subscription and kept its total shares at 57,143. As a result, on December 31, 2012, the Company’s equity interest in Fin-Core decreased to 5.19%. As a result of the consolidation and subsequent increase in outstanding shares, Fin-Core is no longer deemed our subsidiary.

In 2004, ColorStars, Inc. based in Taiwan acquired 20% of the outstanding common shares of Anteya Technology Corporation. Anteya provides the OEM service to us for the TRISTAR, EZSTAR, R4, LUXMAN, and HB series of product lines. On August 16, 2012, Anteya increased its share capital from 5,000,000 shares to 6,500,000 shares, and we subscribed for 300,000 additional shares at par value. The Company now holds a total of 1,300,000 shares in Anteya representing a total investment of NTD $27,304,000 (USD $910,492). The Company did not subscribe additional shares in Anteya when Anteya increased its outstanding shares from 6,500,000 shares to 9,500,000 shares. As a result, the Company’s equity position in Anteya decreased from 20% to 13.68% as of June 30, 2016.

On October 13, 2008 we acquired 2,800 shares in a German company, Phocos AG. On May 27, 2013, the Company sold its 2,800 shares of Phocos AG to MUUS Horizen Fund 1, LP for $30 EU per share ($84,000 EU in total). The Company has no remaining stake in Phocos AG.

None.

1413

Results of Operations

Comparison of Three Months Ended ~~September~~March 3031, ~~2017~~2018 to Three Months Ended ~~September~~March 3031, ~~2016~~2017

Net Sales. Net sales decreased to $01,185 for the three months ended ~~September~~March 3031, ~~2017~~2018, from $8316,~~216~~328 for the three months ended ~~September~~March 3031, ~~2016~~2017. The decrease in sales was due to global competition and lack of new products launching this period.

Cost of Goods Sold. Cost of goods sold decreased to $0597 for the three months ended ~~September~~March 3031, ~~2017~~2018, from $6012,~~509~~562 for the three months ended ~~September~~March 3031, ~~2016~~2017. The decrease in cost of goods sold was due to the lack of ~~any~~ sales.

Gross Profit. Gross profit decreased to $0588 for the three months ended ~~September~~March 3031, ~~2017~~2018, from $223,~~707~~766 for the three months ended ~~September~~ 30March 31, ~~2016~~2017. The decrease in gross profit was due to the lack of ~~any~~ sales.

Gross Profit Percentage. Gross profit percentage ~~decreased~~increased to ~~zero~~49.6% for the three months ended ~~September~~March 3031, ~~2017~~2018, from 2723.281% for the three months ended ~~September~~March 3031, ~~2016~~2017. The ~~decrease~~increase in gross profit percentage was due tohigh ~~the~~margin ~~lack~~items ofsold ~~any~~for ~~sales~~smaller quantities.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to $4136,~~867~~608 for the three ~~months~~ months ended ~~September~~March 3031, ~~2017~~2018, from $4836,~~696~~308 for the three months ended ~~September~~March 3031, ~~2016~~2017. The is only minor increase in selling, general ~~and~~ and administrative expenses isas ~~primarily~~the ~~related~~activities tofor ~~lay-off~~the ~~compensation~~period ~~paid~~is tovery ~~employees during the period~~similar.

Research and Development Expenses. Research and development (R&D) expenses were $0 for the three months ended ~~September~~March 3031, ~~2017 as~~2018, ~~compared to~~ from $~~1,417~~0 for the three months ended ~~September~~March 3031, ~~2016~~2017. The lack of research and development expenditure was due to overall lack of profitability.

Depreciation and Amortization. Depreciation and amortization decreased to $~~1,803~~470 for the three months ended ~~September~~March 3031, ~~2017~~2018, from $52,~~180 for~~057 for the three months ended ~~September~~March 3031, ~~2016~~2017.. The decrease in depreciation and amortization was mainly due to some assets were of end of life value for the period.

Interest Expense. Interest expense increased to ($511,~~385~~364) for the three months ended ~~September~~March 3031, ~~2017~~2018, from ($4(5,~~712~~090) for the three ~~months~~ months ended ~~September~~March 3031, ~~2016~~2017. The increase in interest expense was due to ~~increase~~full inrepayment of the long-term loan.

Net Income (loss). For the three months ended ~~September~~March 3031, ~~2017~~2018, we incurred a net loss of $(5367,~~268~~411) as compared to a net loss of $(6949,~~539~~248) for the three months ended ~~September~~March 3031, ~~2016~~2017. The decrease in net loss was primarily a result of the lack of total sales and ~~reduction~~increase ofin ~~overall~~interest ~~operational~~expense ~~expenses~~and loss in foreign exchange.

Comparison of Nine Months Ended September 30, 2017 to Nine Months Ended September 30, 2016

Net Sales. Net sales decreased to $18,713 for the nine months ended September 30, 2017, from $288,874 for the nine months ended September 30, 2016. The decrease in sales was due to global competition and lack of new products launching this period.

Cost of Goods Sold. Cost of goods sold decreased to $14,390 for the nine months ended September 30, 2017 from $201,435 for the nine months ended September 30, 2017. The decrease in cost of goods sold was primarily due to the decrease in overall sales.

Gross Profit. Gross profit decreased to $4,323 for the nine months ended September 30, 2017 from $87,439 for the nine months ended September 30, 2016. The decrease in gross profit was primarily due to the decrease in overall sales.

Gross Profit Percentage. Gross profit percentage decreased to 23.1% for the nine months ended September 30, 2017 from 30.26% for the nine months ended September 30, 2016. The decrease in gross profit percentage was primarily due to lower margin from the sales of old fashioned products.

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased to $161,911 or the nine months ended September 30, 2017 from $194,874 for the nine months ended September 30, 2016. The decrease in selling, general and administrative expenses is primarily due to decrease in staff head count

Research and Development Expenses. Research and development (R&D) expenses were $0 for the nine months ended September 30, 2017 as compared to $1,392 for the nine months ended September 30, 2016. The lack of research and development expenditure was due to overall lack of profitability.

Depreciation and Amortization. Depreciation and amortization decreased to $5,667 for the nine months ended September 30, 2017 from $21,054 for the nine months ended September 30, 2016. The decrease in depreciation and amortization was mainly due to some assets were of end of life value for the period.

Interest Expense. Interest expense increased to ($15,912) for the nine months ended September 30, 2017 from ($9,224) for the nine months ended September 30, 2016. The increase in interest expense was due to increase in long-term loan.

Net Income (loss). For the nine months ended September 30, 2017, we incurred a net loss of $(200,892) as compared to a net loss of $(141,742) for the nine months ended September 30, 2016. The increase in net loss is mainly due to decrease in net sales and gross profit.

Financial Condition, Liquidity and Capital Resources

Our historical revenues are primarily derived from the sale of LED devices and systems. Although our historical financial results are mainly dependent on sales, general and administrative, compensation and other operating expenses, our financial results have also been dependent on the level of market adoption of LED technology as well as general economic conditions. As the LED lighting business has become very competitive, ~~during 2017~~ the Company ~~began~~has ~~planning~~been seeking for aother ~~transformation~~business ~~into~~lines aor ~~holding company to seek~~ investment opportunities ~~in other business lines~~.

Net cash provided by (used in) operating activities. During the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018, net cash ~~provided~~used by operating activities was $45(249,~~467~~607) compared with $(~~220~~66,~~219~~175) used in operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017. The cash flow ~~provided~~used by operating activities in the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018 was primarily the ~~result~~repayment of ~~temporary~~the ~~deposit~~long-term loan ofand ~~proceeds~~interest, ~~from~~and ~~shareholders~~the ~~for~~net ~~new~~loss ~~issuance~~in ~~of shares~~operations. The cash flow used in operating activities in the ~~nine~~three months ended ~~September~~ 30March 31, ~~2016~~ 2017 was primarily the result of the Company’s increase in accounts payable payments and operating net loss.

Net cash provided by (used in) financing activities. During the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018, net cash provided by financing activities was $~~238~~261,~~764~~232 compared with $~~221~~60,~~986~~958 provided for the three months ended March 31, 2017. The cash flow provided by ~~investing~~financing activities in the three months ended March 31, 2018 was primarily the proceeds from issuance of new shares. The cash flow provided by financing activities ~~for~~in the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 was primarily from the advance of shareholders.

The Company needs to raise additional capital from external sources or from shareholder loans to support its operation. There is no assurance that the Company will be able to obtain funding with acceptable terms.

We currently have an outstanding short-term loan with Bank SinoPac of Taiwan. We entered into one written, short-term loan agreements with this bank on July 24, 2017. The loan is secured by real property of Tsui-Ling Lee, spouse of Wei-Rur Chen, our president and CEO. The terms of the loan agreement are described in further detail in the chart below:14

Lender		Borrower		Loan Amount		Term		Interest Rate
Bank SinoPac of Taiwan		ColorStars, Inc.		Sixteen Million and Two Hundred Thousand New Taiwan Dollars (NTD $16,200,000)(1)		July 24, 2017 to Oct. 23, 2017		Fixed at 1.91% per annum

(1) NTD $16,200,000 is approximately USD $526,591.

Recent Developments

There are no recent developments to report.

Inflation

At this time, we do not believe that inflation and changes in price will have a material effect on operations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Related Party Transactions

~~The~~Please ~~Company~~refer ~~leases office space from Mr. Wei-Rur Chen. The Company leases office space from Mr. Wei-Rur Chen which the term for the agreement is from November 2015~~ to ~~November~~Note ~~2020~~10 ~~with amount rent of $45,000. Rent payments were $23,508 and $33,250 for the nine months ended September 30, 2017 and 2016, respectively. Mr. Wei-Rur Chen owns one hundred percent (100%) interest~~ in the ~~lease agreement. Mr. Wei-Rur Chen is the President, Chief Executive Officer, Chief~~ Financial ~~Officer,~~Statement ~~and~~protion ~~Chairman~~above offor ~~the~~all ~~Board~~related ofparty ~~the Company, as well as beneficial owner of more than five percent (5%) of the Company’s common stock~~transactions.

The Company also conducted business with a related party company Anteya Technology Corp. The Company owns 13.68% of the outstanding common stock of Anteya Technology Corp as of September 30, 2017. All transactions were at market-based prices.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As we are a smaller reporting company, we are 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 Exchange Act Rule 13a-15(e)) that are designed to assure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. As required by exchange Act Rule 13a-15(b), as of the end of the period covered by this report, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of that date.

Changes in internal control over financial reporting.

There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

1715

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

There are no legal proceedings that have occurred within the past five years concerning our directors or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one’s participation in the securities or banking industries, or finding of securities or commodities law violations.

Item 1A. Risk Factors.

As we are a smaller reporting company, we are not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Unregistered Sales of Equity Securities.

None.

(b) Use of Proceeds.

Not applicable.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

INDEX TO EXHIBITS

Exhibit		Description
31.1		Certification of our Chief Executive Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended
31.2		Certification of our Chief Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended
32.1		Certification of our Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
32.2		Certification of our Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
**101.INS		XBRL Instance Document
**101.SCH		XBRL Taxonomy Extension Schema Document
**101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
**101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
**101.LAB		XBRL Taxonomy Extension Label Linkbase Document
**101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
*		Included in previously filed reporting documents.
**		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, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

* Included in previously filed reporting documents.16

** 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, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: October 09, 2018	By:	/s/ Wei-Rur Chen
Dated: December 4, 2018	By:	/s/ Wei-Rur Chen
		Wei-Rur Chen
		President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer), Chairman of the Board of Directors

1917

Filing Compare · ColorStars Group