UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒~~QUARTERLY~~ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the Quarterly Period Ended ~~March~~September 3130, 2017

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-55457

ATLAS TECHNOLOGY INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		47-1391708
(State or other jurisdiction of organization)		(I.R.S. Employer incorporation of Identification No.)

15260 Ventura Boulevard, Suite 1010 Sherman Oaks, California

(Address of principal executive offices)

(888) 992 8527

(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 Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods 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 ☐

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 ☒ 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 filer. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒
(Do not check if a 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 ☐ No No ☒

As of ~~May~~November 1514, 2017, the registrant had 5458,~~645~~107,~~084~~247 shares of its common stock issued and outstanding, respectively.

ATLAS TECHNOLOGY INTERNATIONAL, INC.

QUARTERLY REPORT ON FORM 10-Q

~~March~~September 3130, 2017

TABLE OF CONTENTS

Page PART I - FINANCIAL INFORMATION F-1 Item 1. Financial Statements (Unaudited) F-12 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 1213 Item 3. Quantitative and Qualitative Disclosures About Market Risk 1314 Item 4. Controls and Procedures 14 PART II - OTHER INFORMATION 1415 Item 1. Legal Proceedings 1415 Item 1A. Risk Factors 1415 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 1415 Item 3. Defaults Upon Senior Securities 1415 Item 4. Mine Safety Disclosure 1415 Item 5. Other Information 1415 Item 6. Exhibits 15 SIGNATURES 16

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

iii

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

The following unaudited interim financial statements of Atlas Technology International, Inc. (referred to herein as the "Company," "we," "us" or "our") are included in this quarterly report on Form 10-Q:

Atlas Technology International, Inc.

Index to the Consolidated Financial Statements (Unaudited)

Consolidated Balance Sheets at March 31, 2017 (Unaudited) and June 30, 2016	F-2
Consolidated Balance Sheets at September 30, 2017 (Unaudited) and June 30, 2017	F-2
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) for the Three and Nine Months Ended March 31, 2017 and 2016	F-3
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) for the Three Months Ended September 30, 2017 and 2016	F-3
Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended March 31, 2017 and 2016	F-4
Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended September 30, 2017 and 2016	F-4
Notes to the Unaudited Consolidated Financial Statements	F-5

F-1

Atlas Technology International, Inc.

Consolidated Balance Sheets

	March 31, 2017			June 30, 2016
	As of September 30, 2017 (Unaudited)			As of June 30, 2017
	(Unaudited)
ASSETS
Cash and cash equivalents	$	338,~~122~~270		$	~~228~~15,138
Accounts receivable, net		1,675,634			25
Accounts receivable		3,460,401			2,516,755
Prepaid expenses		21,648			29,753
Prepaid expenses and other current assets		14,775			11,374
Other current assets		1,282			—
Total current assets		3,483,446			2,543,267
Total Current Assets		1,731,686			30,006
Total Assets	$	3,483,446		$	2,543,267
Total Assets	$	1,731,686		$	30,006
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable	$	1,426,022		$	990,579
Accounts payable	$	1,078,794		$	8,610
Accrued liabilities and other payables		424,856			414,549
Accrued liabilities and other payables		184,260			444
Convertible notes, net		48,877			39,667
Convertible debt		29,667			—
Due to related party		—			1,594
Due to related party		1,567			—
Income tax payable		135,073			135,073
Short term loans		117,118			—
Derivative liabilities		11,145,518			—
Loans from related party		182,051			54,800
Short term loans		144,450			135,078
Total Current Liabilities		1,593,457			63,854
Loans from related party		409,982			397,143
Total Liabilities		1,593,457			63,854
Total current liabilities		13,734,778			2,113,683
STOCKHOLDERS' EQUITY (DEFICIT):
Total Liabilities		13,734,778			2,113,683
Series A preferred stock par value $0.00001: 10,000 shares authorized; 0 shares issued and outstanding as of March 31, 2017 and June 30, 2016, respectively		—			—
STOCKHOLDERS' EQUITY (DEFICIT)
Series B preferred stock par value $0.00001: 250,000 shares authorized; 0 shares issued and outstanding as of March 31, 2017 and June 30, 2016, respectively		—			—
Common stock par value $0.00001: 100,000,000 shares authorized; 56,120,290 and 54,645,084 shares issued and outstanding as of September 30, 2017 and June 30, 2017, respectively		561			546
Series C preferred stock par value $0.00001: 250,000 shares authorized; 0 shares issued and outstanding as of March 31, 2017 and June 30, 2016, respectively		—			—
Additional paid-in capital		701,372			255,891
Common stock par value $0.00001: 100,000,000 shares authorized; 54,645,084 and 20,900,000 shares issued and outstanding as of March 31, 2017 and June 30, 2016, respectively		546			209
Retained earnings (accumulated deficit)		(10,953,068	)		173,222
Additional paid-in capital		240,320			55,883
Accumulated other comprehensive loss		(197	)		(75	)
Accumulated deficit		(102,639	)		(89,940	)
Total Stockholders' Equity (Deficit)		(10,251,332	)		429,584
Accumulated other comprehensive income		2			—
Total Liabilities and Stockholders' Equity (Deficit)	$	3,483,446		$	2,543,267
Total Stockholders' Equity		138,229			(33,848	)
The accompanying notes are an integral part of these unaudited consolidated financial statements
Total Liabilities and Stockholders' Equity	$	1,731,686		$	30,006
See accompanying notes to the unaudited consolidated financial statements

F-2

Atlas Technology International, Inc.

Consolidated Statements of Operations and Comprehensive ~~Income (~~Loss)

	For the Three Months Ended March 31, 2017			For the Three Months Ended March 31, 2016			For the Nine Months Ended March 31, 2017			For the Nine Months Ended March 31, 2016
	For the Three Months Ended
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
	September 30, 2017 (Unaudited)			September 30, 2016 (Unaudited)
Revenue	$	12,~~393~~218,~~365~~794		$	—235,971		$	~~2,399,157~~		$	—
Cost of goods sold		925,949			—			1,644,240			—
Cost of revenue		1,371,830			168,891
Gross profit		~~467~~846,~~416~~964			—67,080			~~754,917~~			—
Operating expenses:
Research and development		160,038			—			283,302			—
Research and development expenses		203,639			27,729
Selling, general and administrative expenses		~~202~~534,~~507~~085			16141,~~272~~901			~~469,240~~			~~36,930~~
Total operating expenses		~~362~~737,~~545~~724			16169,~~272~~630			~~752,542~~			~~36,930~~
Gain on disposal of subsidiary		—			—			(12,315	)		—
Income (loss) from operations		109,240			(102,550	)
Income (loss) from operations		104,871			16,272			14,690			(36,930	)
Other income (expenses):
Other income (expenses):
Loss on change in fair value of derivative liabilities		(11,105,518	)		—
Interest expenses		(11,738	)		—			(33,178	)		—
Loss on extinguishment of liabilities		(121,435	)		—
Other income		21,~~759~~336			—			~~5,789~~			~~5,000~~
Total other income (expenses)		(8,979	)		—			(27,389	)		5,000
Interest expenses		(9,913	)		(10,407	)
Net income (loss)	$	95,892		$	(16,272	)	$	(12,699	)	$	(31,930	)
Total other expenses		(11,235,530	)		(10,407	)
Other comprehensive income		2			—			2			—
Loss before tax		(11,126,290	)		(112,957	)
Total comprehensive income (loss)	$	95,894		$	(16,272	)	$	(12,697	)	$	(31,930	)
Income tax expense		—			—
Earnings per common share:
Net loss	$	(11,126,290	)	$	(112,957	)
Basic	$	0.00		$	(0.00	)	$	(0.00	)	$	(0.00	)
Comprehensive loss:
Diluted	$	0.00		$	(0.00	)	$	(0.00	)	$	(0.00	)
Net loss	$	(11,126,290	)	$	(112,957	)
Weighted average common shares:
Other comprehensive loss
Basic		54,549,066			228,515,200			52,480,132			195,564,800
Foreign currency translation adjustment		(122	)		—
Diluted		54,549,066			228,515,200			52,480,132			195,564,800
Total comprehensive loss	$	(11,126,412	)	$	(112,957	)
See accompanying notes to the unaudited consolidated financial statements
Loss per common share:
Basic	$	(0.20	)	$	(0.00	)
Diluted	$	(0.20	)	$	(0.00	)
Weighted average common shares:
Basic		55,529,740			49,514,000
Diluted		55,529,740			49,514,000
The accompanying notes are an integral part of these unaudited consolidated financial statements

F-3

Atlas Technology International, Inc.

Consolidated Statements of Cash Flows

	For the Nine Months Ended March 31, 2017			For the Nine Months Ended March 31, 2016
	For the Three Months Ended
	(Unaudited)			(Unaudited)
	September 30, 2017 (Unaudited)			September 30, 2016 (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1211,~~699~~126,290	)	$	(31112,~~930~~957	)
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments to reconcile net loss to net cash used in operating activities
Bad debt expense		25,535			—
Amortization of debt discount		9,210			9,667
Amortization of debt discount		29,667			—
Stock issued for services		324,061			92,575
Gain on disposal of entity		(12,315	)		—
Change in fair value of derivative liability		11,105,518			—
Gain on cancellation of related party debt		(3,030	)		—
Loss on extinguishment of liabilities		121,435			—
Gain on forgiveness of interest		(1	)		—
Stock issued for services		108,629			—
Stock issued to director and employee		36,145			—
Changes in assets and liabilities:
Accounts receivable		(1943,~~701,169~~646	)		32(236,013	)
Prepaid expenses and other current assets		~~102~~(3,~~961~~401	)		(94,~~317~~404	)
Accounts payable		1435,~~093,352~~443			—174,600
Accrued liabilities and other payables		184,269			1,055
Accrued expenses and other payables		19,985			53,591
Net cash used in operating activities		(~~148~~57,~~656~~685	)		(4022,~~160~~941	)
CASH FLOWS FROM INVESTING ACTIVITIES:
CASH FLOWS FROM FINANCING ACTIVITIES
Cash paid related to disposal of subsidiary		(130	)		—
Proceeds from related parties		10,795			26,207
Net cash used in investing activities		(130	)		—
Proceeds from convertible debt		40,000			—
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash provided by financing activities		50,795			26,207
Borrowings from related party		218,254			40,013
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		22			—
Repayment to related party		(35,897	)		—
Net change in cash and cash equivalents		(6,868	)		3,266
Repayment of loans		(678	)		—
Cash and cash equivalents, beginning of the reporting period		15,138			228
Net cash provided by financing activities		181,679			40,013
Cash and cash equivalents, end of the reporting period	$	8,270		$	3,494
EFFECT OF EXCHANGE RATE CHANGES ON CASH		1			—
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Net change in cash and cash equivalents		32,894			(147	)
Cash and cash equivalents, beginning of the reporting period		228			998
Cash and cash equivalents, end of the reporting period	$	33,122		$	851
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:		—			—
Interest paid	$	—		$	—
Income taxes paid	$	—		$	—
NON-CASH FINANCING ACTIVITIES
Related party advance transferred to convertible debt	$	40,000		$	—
Expenses paid by third parties	$	9,372		$	23,095
Beneficial conversion feature	$	40,000		$	—
Expenses paid by related party	$	420		$	—
Expense paid by others	$	117,796		$	—
Debt discount due to derivative	$	40,000		$	—
Expense paid by related party	$	1,568		$	—
Beneficial conversion feature	$	—		$	40,000
See accompanying notes to the unaudited consolidated financial statements
Reclassification of due to related party to loan from related party	$	1,574		$	—
The accompanying notes are an integral part of these unaudited consolidated financial statements

F-4

Atlas Technology International, Inc.

~~March~~September 3130, 2017

Notes to the Unaudited Consolidated Financial Statements

Note 1 - Organization and Operations

Sweets & Treats, Inc. (“Predecessor”)

Sweets & Treats, Inc. (“Predecessor”), a bakery out of Sylmar, California was incorporated on April 13, 2011 under the laws of the State of California. The Predecessor iswas a bakery shop specializing in freshly-made cakes, cupcakes, desserts and ~~special~~ special events catering and was traded as a public company ~~under the ticker symbol “SWTS”~~ on the OTCQB markets.

Atlas Technology International, Inc. (the “Company”)

Atlas Technology International, Inc. (the “Company”), ~~a high-tech touch screen company based out of Sherman Oaks, California,~~ was incorporated on July 7, 2014 under the laws of the State of Delaware. The Company is a rapidly growing provider of touch screen technologies to a vertically and geographically diversified blue-chip client base. Upon formation, the Company issued 10,000,000 shares of its common stock to Ms. Aguayo (the “Founder”) of the Company as Founder’s shares valued at par value of $0.00001 and recorded as compensation of $100.

On July 1819, ~~2014~~2016, the Company ~~acquired~~filed ~~the~~with ~~Predecessor through~~ the ~~issuance~~Secretary of ~~5,000,000~~State ~~shares~~ of ~~the~~Delaware, ~~Company’s~~amending ~~common~~its ~~stock to~~Articles ~~the Founder~~ of ~~the~~Incorporation ~~Predecessor~~by ~~for~~changing ~~all of~~ the ~~Predecessor’s issued and outstanding capital stock. No value was given~~ toname ~~the~~from ~~common~~“Sweets ~~stock~~& ~~issued~~Treats, ~~by the newly formed corporation~~Inc.” ~~Therefore, the shares were recorded~~ to ~~reflect~~“Atlas ~~the~~Technology ~~$0.00001 par value and paid in capital was recorded as a negative amount of ($50). The acquisition process utilizes the capital structure of the Company and the assets and liabilities of Predecessor~~International, ~~which were recorded at historical cost~~Inc.”

~~The~~On August 23, 2016, the Company ~~applied~~filed ~~paragraph~~with ~~505-10-S99-3~~the Secretary of ~~the~~State ~~FASB~~of ~~Accounting~~Delaware ~~Standards~~an ~~Codification~~Amended ~~(formerly~~and ~~Topic~~Restated 4BCertificate of Incorporation in which the ~~Staff~~Company ~~Accounting~~confirmed its name change to Atlas Technology International, Inc. The Company started its business in touchscreen ~~Bulletins~~industry ~~(“SAB”)~~and ~~(“SAB~~became ~~Topic~~a ~~4B”)~~high-tech ~~issued~~touchscreen bycompany ~~the~~based ~~United~~out ~~States~~of ~~Securities~~Sherman Oaks, California, and ~~Exchange~~set ~~Commission~~forth (therein the designations ~~“SEC”)~~for the Series A, byB ~~reclassifying~~and ~~the~~C ~~Predecessor’s~~Preferred ~~undistributed~~Stock. ~~retained~~The ~~earnings~~Company ofis ~~$942~~a atrapidly ~~July~~growing ~~17,~~provider ~~2014~~of touchscreen technologies to ~~additional~~a vertically ~~paid~~and geographically diversified blue-inchip ~~capital~~client base.

On March 11, 2016, the Company entered into certain Spin-Off Agreement with the Founder, the majority shareholder, pursuant to which the Shareholder agreed to cancel 14,000,000 pre-split shares of Company's Common stock in exchange for the consummation and execution of the Spin Off agreement and sale of the Predecessor to the Founder. The Spin-Off agreement was not consummated and was replaced by a divestment agreement executed on December 15, 2016. The founder still agreed to cancellation of her shares.

On July 5, 2016, the Founder, the majority shareholder, owning approximately 76.9% of the total issued and outstanding shares of the Company, entered into two separate Stock Purchase Agreements for the sale of 13,000,000 and 3,000,000 shares of the Company common stock equivalent to her complete ownership of the Company with Ying-Chien Lin and Lynx Consulting Group Ltd (“LCG”), respectively. Pursuant to the execution of the Stock Purchase Agreements, Mr. Lin and LCG owned approximately 62.5% and 14.4% of the total voting rights of the Company, respectively.

On July 19, 2016, the Company filed with the Secretary of State of Delaware, amending its Articles of Incorporation by changing the name of the Company to “Atlas Technology International, Inc.”

On August 23, 2016, the Company filed with the Secretary of State of Delaware an Amended and Restated Certificate of Incorporation in which the Company confirmed its name change to Atlas Technology International, Inc. and set forth therein the designations for the Series A, B and C Preferred Stock.

Atlas Tech Trading Limited (“Atlas Trading”)

Atlas Tech Trading Limited (“Atlas Trading”), a wholly-owned subsidiary of the Company, was incorporated on August 18, 2016 under the laws of Hong Kong for the purpose of facilitating the Company’s business growth strategy across Eastern Asia. ~~10,000,000 shares of capital stock of~~ Atlas Trading ~~were authorized and issued exclusively in exchange for the investment and incorporation of Atlas Trading by the Company. Atlas Trading~~ uses the Company’s proprietary ~~touch~~touchscreen ~~screen~~ technologies to design ~~touch~~touchscreen ~~screen~~ solutions for its growing global client base. The ~~Company’s~~ primary business activities Atlas Trading conducts are to design touchscreens, source manufacturers for the production of the designed touchscreens, inspects and ensures the quality of the products made by the manufacturers, purchases the qualified finished-goods and then sells and delivers the touchscreens to their corporate clients.

Atlas Technology Shenzhen Trading Co., Ltd. (“Atlas China”)

Atlas Technology Shenzhen Trading Co., Ltd. (“Atlas China”), a wholly-owned subsidiary of Atlas Trading, was incorporated on March 23, 2017 under the laws of China for the purposes of facilitating the Company’s expansion into China’s untapped market, decreasing the Company’s dependency on existing exporters/distributors and improving margins.

~~F-5~~Atlas Tech Limited. (“Atlas Cayman Islands”)

Atlas Tech Limited. (“Atlas Cayman Island”), a wholly-owned subsidiary of Atlas Trading, was incorporated on July 7, 2017 under the laws of the Cayman Islands for the purposes of tax planning and optimizing business capacity in terms of deal follows.

Fiscal Year

On ~~August~~July 107, 2016, the Company changed its fiscal year end from July 31 to June 30. As a result of this change, ~~our~~the ~~fiscal~~Company ~~year~~reported its fiscal 2016 ~~was~~as anthe 11-month transition period ~~ending~~from onAugust 1, 2015 to June 30, 2016. WeThe Company reported ~~our~~its quarterly results in ~~our~~the Quarterly Reports on Form 10-Q based on ~~our~~its new fiscal ~~calendar. Accordingly, our results for the nine-month period ended March 31, 2017 included the results of July 2016, the last month of our previously reported fiscal~~ year ~~2016~~.

Disposal of Predecessor

On December 15, 2016, the Company entered into a Divestment Agreement with the Founder, who was then the Company’s Chief Executive Officer, pursuant to which the Founder agreed to cancel all amounts due to her by the Predecessor in exchange for the acquisition and purchase of all of the Predecessor’s business. The transaction was closed on December 15, 2016. The Company determined that disposal of the Predecessor, did not constitute a discontinued operation as it did not represent a strategic shift of the Company’s business.

F-5

Note 2 - Significant and Critical Accounting Policies and Practices

The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

Basis of Presentation

The accompanying unaudited ~~interim~~consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with ~~accounting~~the ~~principles~~rules ~~generally~~and ~~accepted in~~regulations of the ~~United~~Securities ~~States~~and ~~for~~Exchange ~~interim~~Commission ~~financial~~(the ~~statements.~~“SEC”) ~~Accordingly,~~including ~~such~~the ~~interim~~instructions ~~financial~~to Form ~~statements~~10-Q doand ~~not~~Regulation ~~include~~S-X. ~~all~~Certain ~~the~~ information and ~~footnotes~~note ~~required~~disclosures bynormally ~~accounting~~included ~~principles generally accepted~~ in ~~the United States for complete annual~~ financial statements~~. The~~ ~~information~~prepared ~~furnished~~in ~~reflects~~accordance with ~~all~~accounting ~~adjustments,~~principles ~~consisting~~generally ~~only~~accepted ~~of normal recurring items which are,~~ in the ~~opinion~~United States of ~~management, necessary~~America in(“U.S. ~~order~~GAAP”) tohave ~~make~~been ~~the~~omitted ~~financial~~from these statements ~~not~~pursuant ~~misleading.~~to ~~The~~such ~~consolidated~~rules ~~balance~~and ~~sheet~~regulations ~~as of June 30~~and, ~~2016~~accordingly, ~~has~~they ~~been derived~~do ~~from~~not ~~the~~include ~~Company’s~~all ~~Annual~~the ~~Report~~information onand ~~Form~~notes ~~10-K~~ necessary for ~~the~~comprehensive ~~eleven months ended June 30, 2016. The~~ consolidated financial statements ~~included~~and ~~in this Quarterly Report~~ should be read in conjunction with the ~~financial~~Company’s consolidated financial statements and ~~the~~accompanying notes thereto ~~included~~ ~~in the Company’s Annual Report on Form 10-K~~ for the ~~eleven~~year ~~months~~ ended June 30, ~~2016~~2017 filed with the SEC in the Company’s Form 10-K on September 27 28, ~~2016~~2017.

In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three-month period have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no impact on net earnings and financial position.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company believes the estimates and assumptions utilized are reasonable; however actual results could differ from those estimates.

Stock-based Compensation

We account for the grant of stock options, warrants and restricted stock awards in accordance with ASC 718, "Compensation-Stock Compensation". ASC 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the "measurement date". The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company records compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated, based on the then current fair value, at each subsequent reporting date.

~~Research~~Derivative ~~and development~~Liabilities

~~Research~~The ~~and~~Company ~~development~~evaluates ~~costs~~its ~~are~~financial ~~charged~~instruments to ~~expense~~determine if such instruments are derivatives or contain features that qualify as ~~incurred~~embedded derivatives. ~~Research~~For ~~and~~derivative ~~development~~financial ~~costs~~statements that are accounted for as liabilities, the ~~nine~~derivative ~~months~~instruments are ~~ended~~initially ~~March~~recorded 31at their fair value and are then re-valued at each reporting date, ~~2017~~with changes in the fair value reported ~~and~~in ~~2016~~the ~~were~~statements ~~$283~~of operations,~~302~~ in accordance with ASC 815-15, “Derivative and $0hedging.” The classification of derivative instruments, ~~respectively~~including whether such instruments should be recorded as liability or equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

~~Accounts~~ASC ~~Receivable~~Subtopic 815-40, ~~Net~~“Contracts in Equity’s Own Equity”, requires that entities recognize derivative liabilities from derivative instruments, including certain derivative instruments embedded in other contracts that are not indexed to an entity’s own stock. Pursuant to the provisions of ASC Section 815-40-15, (formerly FASB Emerging Issues Task Force(“EITF”) Issue No. 07-5: Determine Whether an equity -linked financial instrument (or embedded feature) is indexed to an Entity’s Own Stock (“EITF 07-5”)), an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions.

Accounts receivable are customer obligations due under normal trade terms. In the ordinary course of business, the Company extends unsecured credit to its customers based on their credit-worthiness and history with the Company. The Company performs continuing credit evaluations of its customers’ financial condition and generally does not require collateral.

The Company carries its accounts receivable at cost and uses the allowance method to estimate uncollectible accounts receivable when necessary. Management reviews accounts receivable on a regular basis to determine if any receivables will be uncollectible.

Principles of Consolidation

The Company applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification ("ASC") to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8 the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists.

F-6

~~The~~Principles ~~Company consolidates the following subsidiaries as~~ of ~~March 31, 2017:~~Consolidation

Name of consolidated subsidiary	State or other jurisdiction of incorporation or organization	Date of incorporation or formation (date of acquisition, if applicable)	Attributable interest
Atlas Tech Trading Limited (subsidiary)	Hong Kong	August 18, 2016		100%
Atlas Technology Shenzhen Trading Co., Ltd. (subsidiary)	Shenzhen, China	March 23, 2017		100%

The Company consolidates the following subsidiaries as of September 30, 2017:

The unaudited consolidated financial statements include all accounts of the Company and its subsidiaries as of reporting period dates and for the reporting periods then ended. All inter-company balances and transactions have been eliminated.

Name of consolidated subsidiary	State or other jurisdiction or incorporation or organization	Date of incorporation or formation (date of acquisition, if applicable)	Attributable interest
Atlas Tech Trading Limited (subsidiary)	Hong Kong	August 18, 2016		100	%
Atlas Technology Shenzhen Trading Co., Ltd. (subsidiary)	Shenzhen, China	March 23, 2017		100	%
Atlas Tech Limited (subsidiary)	Cayman Island	July 7, 2017		100	%

~~Revenue~~The ~~Recognition~~unaudited consolidated financial statements include all accounts of the Company and its subsidiaries. All significant inter-company balances and transactions have been eliminated on consolidation.

~~The~~Fair ~~Company~~Value ~~follows paragraph 605-10-S99-1~~ of ~~the~~Financial FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company’s business is mainly operated through Atlas Trading, and operates on a FOB destination model, where sale is recognized once the products have been delivered to the customer.Instruments

The Company ~~also~~ follows ~~Section~~paragraph ~~606~~825-10-5550-10 of the FASB Accounting Standards Codification ~~relating~~for todisclosures ~~revenue~~about ~~from~~fair ~~contracts~~value ~~with~~of ~~customers~~its financial ~~for~~instruments ~~revenue~~and ~~recognition.~~paragraph ~~The~~820-10-35-37 ~~Company~~of ~~recognizes~~the ~~gross~~FASB ~~revenue~~Accounting ~~when~~Standards ~~the~~Codification ~~Company:~~ (i“Paragraph 820-10-35-37”) isto measure the ~~primary~~fair ~~obligor,~~value ~~(ii)~~of ~~have~~its ~~general inventory~~financial ~~risk,~~instruments. ~~(iii)~~Paragraph ~~has~~820-10-35-37 ~~discretion~~establishes ina ~~establishing~~framework ~~the~~for ~~price~~measuring ~~for~~fair ~~the~~value ~~specified~~in generally ~~products,~~accepted accounting principles (ivU.S. GAAP), ~~changes~~and ~~the~~expands ~~product~~disclosures orabout ~~performs part~~fair ofvalue ~~the~~measurements. ~~service,~~To ~~(iv)~~increase ~~has~~consistency and ~~discretion~~comparability in ~~supplier~~fair ~~selection~~value measurements and related disclosures, ~~(v)~~Paragraph is820-10-35-37 ~~involved~~establishes ina fair value hierarchy which prioritizes the ~~determination~~inputs ofto ~~product~~valuation ~~specifications, (vi)~~techniques ~~bears~~used ~~physical~~to ~~loss~~measure ~~inventory~~fair ~~risk,~~value ~~and~~into three (~~vii~~3) ~~has~~broad ~~credit risk~~levels. The ~~number~~fair ofvalue hierarchy gives the ~~above~~highest ~~criteria~~priority ~~met~~to ~~and~~quoted toprices ~~which~~(unadjusted) ~~extent~~in ~~shall determine~~active ~~whether~~markets ~~the~~for ~~Company~~identical ~~considers~~assets or liabilities and the ~~revenue~~lowest priority to beunobservable ~~reported~~inputs. asThe ~~gross~~three or(3) ~~net.~~levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

~~Foreign~~Level ~~Currency~~1 ~~Translation~~Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

~~The~~Level ~~accompanying~~2 ~~consolidated~~Pricing ~~financial~~inputs ~~statement~~other ~~are~~than ~~presented~~quoted inprices ~~United States dollar (“$”), which is the reporting currency of the Company. The functional currency of the Company is United States dollar, the functional currency of Atlas Trading located~~ in ~~Hong~~active ~~Kong~~markets isincluded ~~Hong Kong Dollars (“HKD”), and the functional currency of Atlas China located~~ in ~~China~~Level ~~is Renminbi (“RMB”). For Atlas Trading~~1, ~~financial~~which ~~positions and the results of operations and the statement of cash flows~~ are ~~translated~~either atdirectly aor ~~fix~~indirectly ~~exchange rate due the period and at the end of period,~~ observable as ~~HKD is being pegged to the U.S. Dollar. For Atlas China, the results~~ of ~~operations and~~ the ~~statement~~reporting of cash flows are translated at the average exchange rates during the period, assets and liabilities are translated at the unified exchange rates at the end of period, and equity denominated in the functional currency is translated at historical exchange ratesdate. ~~The resulting translation adjustments are included in determining other comprehensive income. Transaction gains and losses are reflected in the consolidated statements of income.~~

~~Income~~Level ~~taxes~~3 Pricing inputs that are generally observable inputs and not corroborated by market data.

~~Income~~Financial ~~taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax~~ assets ~~and liabilities~~ are ~~recognized~~considered ~~for~~Level ~~the~~3 ~~future~~when ~~tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and~~ their ~~respective~~fair ~~tax~~values ~~basis. Deferred tax assets and liabilities~~ are ~~measured~~determined using ~~enacted~~pricing ~~income~~models, ~~tax~~discounted ~~rates~~cash ~~expected~~flow tomethodologies ~~apply~~or similar totechniques ~~taxable~~and ~~income~~at inleast ~~the~~one ~~years~~significant inmodel ~~which~~assumption ~~those temporary differences are expected to be recovered~~ or ~~settled.~~input ~~Any effect on deferred tax assets and liabilities of a change in tax rates~~ is ~~recognized in income in the period that includes the enactment date~~unobservable.

~~ASC~~The ~~740~~fair ~~prescribes~~value ahierarchy ~~comprehensive~~gives ~~model~~the ~~for~~highest ~~how~~priority ~~companies~~to ~~should~~quoted ~~recognize,~~prices ~~measure,~~(unadjusted) ~~present, and disclose~~ in ~~their~~active ~~financial~~markets ~~statements uncertain~~for ~~tax~~identical ~~positions~~assets ~~taken~~ or ~~expected~~liabilities and tothe belowest ~~taken~~priority onto aunobservable ~~tax return~~inputs. ~~Under~~If ~~ASC~~the ~~740,~~inputs ~~tax~~used ~~positions~~to ~~must~~measure ~~initially be recognized in~~ the financial ~~statements~~assets ~~when~~and itliabilities isfall within more ~~likely~~ than ~~not~~one ~~the~~level ~~position~~described ~~will~~above, ~~be sustained upon examination by~~ the ~~tax~~categorization ~~authorities. Such~~is ~~tax~~based ~~positions~~on ~~must initially and subsequently be measured as~~ the ~~largest~~lowest ~~amount~~level ofinput ~~tax benefit~~ that is ~~more~~significant ~~likely than not~~ to ~~be realized upon ultimate settlement with~~ the ~~tax~~fair ~~authority~~value measurement ~~assuming full knowledge~~ of the ~~position and relevant facts~~instrument.

The ~~Company~~carrying ~~conducts~~amounts ~~businesses~~of inour ~~Hong~~financial ~~Kong~~assets ~~through~~and ~~Atlas~~liabilities, ~~Trading~~such as cash and ~~China~~cash ~~through~~equivalents, ~~Atlas~~accounts ~~China~~receivable, prepaid expenses and isother ~~subject~~current toassets, ~~tax~~accounts inpayable, ~~the~~accrued ~~subsidiaries own~~expenses ~~jurisdictions.~~and Asother apayables, ~~result~~income oftax ~~its~~payable, ~~business~~short ~~activities~~term loans, ~~the~~and ~~Company~~convertible debt, ~~files~~approximate ~~tax~~their ~~returns~~fair ~~that~~values ~~are~~because ~~subject~~of tothe ~~examination~~short bymaturity ~~the local~~of ~~tax~~these ~~authority~~instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

Recurring Fair Value Measurements

The Company uses Level 3 of the fair value hierarchy to measure the fair value of its derivative liabilities and revalues the derivative liabilities at every reporting period and recognizes gains and losses in the consolidated statements of operations and comprehensive loss that are attributable to the change in the fair value of derivative liabilities.

F-7

The ~~Company~~financial ~~has~~liabilities ~~not~~carried ~~recognized~~at ~~any~~fair ~~income~~value ~~tax~~on ~~expenses and~~ a ~~provision~~recurring ~~for~~basis ~~income~~at ~~tax~~September 30, as2017 ~~the profit of the Atlas Trading~~ are ~~derived from outside of Hong Kong and~~ as ~~such does not qualify as assessable profit for taxation.~~follows:

The Company has not recognized any income tax expenses and a provision for income tax, as Atlas China did not engage in any business activities during the period from inception to March 31, 2017.

Financial liabilities	Fair Value			Level 1		Level 2		Level 3
Derivative liabilities	$	(11,145,518	)	$	—	$	—	$	(11,145,518	)
	$	(11,145,518	)	$	—	$	—	$	(11,145,518	)

The financial liabilities carried at fair value on a recurring basis at June 30, 2017 are as follows:

Financial liabilities

Fair Value

Level 1

Level 2

Level 3

Derivative liabilities

—

Recently Issued Accounting Pronouncements

In ~~August~~May ~~2016~~2017, the ~~Financial Accounting Standards Board (the “~~FASB”) ~~issued~~issue ~~Accounting Standards Update ("~~ASU~~") No.~~ ~~2016~~2017-1509, “~~Statement~~Compensation of– ~~Cash~~stock ~~Flows~~compensation (Topic ~~230~~718),: ~~Classification~~scope of ~~Certain~~modification ~~Cash~~accounting”. The ~~Receipts~~amendments ~~and~~provide ~~Cash~~guidance ~~Payments”.~~on ~~The main~~determining ~~objective~~which changes to the terms and conditions of ~~this~~share-based ~~update~~payment isawards require an entity to ~~reduce~~apply ~~the~~modification ~~diversity~~accounting inunder ~~practice~~Topic in718. ~~how~~An ~~certain~~entity ~~cash~~should ~~receipts~~account ~~and~~for ~~cash~~the ~~payments~~effects ~~are~~of ~~presented and~~a ~~classified~~modification inunless all the ~~statement~~following ofare ~~cash~~met: ~~flows~~1. ~~under~~The ~~Topic~~fair ~~230,~~value ~~Statement~~(or ofcalculated ~~Cash~~value ~~Flows~~or intrinsic value, ~~and~~if ~~other~~such ~~Topics.~~an ~~This~~alternative ~~update~~measurement ~~addresses~~method ~~eight~~is ~~specific~~used) ~~cash~~of ~~flow~~the ~~issues~~modified ~~with~~award is the ~~objective~~same ofas ~~reducing~~ the ~~existing~~fair ~~diversity~~value in(or ~~practice.~~calculated ~~The~~value ~~eight~~or ~~cash~~intrinsic ~~flow~~value, ~~updates~~if such an alternative measurement ~~relate~~method tois used) of the ~~following~~original ~~issues:~~award 1)immediately ~~debt~~before ~~prepayment~~the ororiginal ~~debt~~award ~~extinguishment~~is ~~costs;~~modified. 2)If ~~settlement~~the ofmodification ~~zero-coupon~~does ~~debt~~not ~~instruments~~affect any orof ~~other~~the ~~debt~~inputs ~~instruments~~to ~~with~~the ~~coupon~~valuation ~~interest~~technique ~~rates~~ that ~~are~~the ~~insignificant~~entity inuses ~~relation~~ to value the ~~effective~~award, ~~interest~~the ~~rate~~entity ofis ~~the borrowing;~~not 3)required ~~contingent~~to ~~consideration~~estimate ~~payments~~the ~~made~~value immediately before and after athe ~~business~~modification. ~~combination;~~2. 4)The ~~proceeds~~vesting ~~from~~conditions of the ~~settlement~~modified ofaward ~~insurance claims;~~are 5)the ~~proceeds~~same ~~from~~as the ~~settlement~~vesting conditions of ~~corporate-owned~~the ~~life~~original ~~insurance~~award ~~policies,~~immediately ~~including~~before ~~bank-owned~~the ~~life~~original ~~insurance~~award ~~policies; 6)~~is ~~distributions~~modified. ~~received~~3. ~~from~~The ~~equity~~classification ~~method~~of ~~investees;~~the 7)modified ~~beneficial~~award ~~interest~~as inan ~~securitization~~equity instrument ~~transactions;~~or ~~and~~a 8)liability ~~separately identifiable~~instrument ~~cash~~is ~~flows~~the ~~and~~same ~~application~~as the classification of the ~~predominance~~original ~~principle~~award immediately before the original award is modified. The amendments in this ~~update~~ASU are effective for ~~public business~~all entities for ~~fiscal~~annual ~~years~~periods, including interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, ~~and~~including adoption in any interim period, for public business entities for reporting periods ~~within~~for ~~those~~which ~~fiscal~~financial ~~years~~statements have not yet been issued. The ~~adoption of~~amendments in this ASU ~~2016-15~~should isbe ~~not~~applied ~~expected~~prospectively to ~~have~~an aaward ~~material~~modified ~~impact~~ on or after the adoption date. The Company’s is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

OnIn ~~November~~September 172017, the FASB ~~issued~~issue ASU ~~2016~~2017-1813, “~~Statement~~Revenue ofRecognition ~~Cash~~(Topic ~~Flows~~605), Revenue from Contracts with Customers (Topic 606), ~~230~~Leases (Topic 840), and Leases (Topic 842): ~~Restricted~~Amendments ~~Cash”.~~to ItSEC isParagraphs ~~intended~~Pursuant to ~~reduce~~ ~~diversity~~the inStaff Announcement at the ~~presentation~~July 20, 2017 EITF Meeting and Rescission of ~~restricted~~Prior ~~cash~~SEC Staff Announcements and ~~restricted~~Observer ~~cash~~Comments”. ~~equivalents~~The inpronouncements add SEC paragraphs pursuant to an SEC Staff Announcement made at the ~~statement~~July 20, 2017 Emerging Issues Task Force (EITF) meeting. The SEC ~~statement~~staff ~~requires~~ announced that ~~restricted~~it ~~cash~~will ~~and~~not ~~restricted~~object ~~cash~~if ~~equivalents~~an beentity ~~included~~that qualifies as ~~components~~a ofpublic ~~total~~business ~~cash~~entity ~~and~~solely ~~cash~~because ~~equivalents~~its asfinancial statements ~~presented~~or financial information is included in another entity’s filing with the SEC adopts ASU 2014-09, Revenue from onContracts with Customers (Topic 606) and ASU 2016-02, Leases (Topic 842) using the ~~statement~~effective ofdates ~~cash~~applicable ~~flows~~to private entities. The ~~This~~amendments ~~pronouncement~~represent ~~goes~~guidance ~~into~~related ~~effect~~to ~~for~~the ~~periods~~effective ~~beginning~~dates ~~after~~of ~~December~~the 15standards noted above, ~~2017.~~therefore, ~~The~~the ~~adoption~~amendments themselves ofdo ~~ASU~~not ~~2016-18~~have an effective date. The Company is ~~not~~currently ~~expected~~in tothe ~~have~~process aof ~~material~~evaluating the impact onof the ~~Company’s~~adoption ~~consolidated~~on its consolidated financial statements.

OnNote ~~December~~3 ~~27,~~– ~~2016,~~Loss ~~the~~Per FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers”. The amendments in ASU 2016-20 affect narrow aspects of the guidance issued in ASU 2014-09 including Loan Guarantee Fees, Contract Costs, Provisions for Losses on Construction-Type and Production-Type Contracts, Disclosure of Remaining Performance Obligations, Disclosure of Prior Period Performance Obligations, Contract Modifications, Contract Asset vs. Receivable, Refund Liability, Advertising Costs, Fixed Odds Wagering Contracts in the Casino Industry, and Costs Capitalized for Advisors to Private Funds and Public Funds. The effective date of these amendments is at the same date that Topic 606 is effective. Topic 606 is effective for public entities for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.Share

InThe ~~January~~following ~~2017,~~table ~~the~~presents ~~FASB issued ASU 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures (Topic 323)”. This pronouncement amends~~ the ~~SEC’s~~computation reporting requirements for public filers in regard to new accounting pronouncements or existing pronouncements that have not yet been adopted. Companies are to provide qualitative disclosures if they have not yet implemented an accounting standards update. Companies should disclose if they are unable to estimate the impact of abasic ~~specific pronouncement,~~ and ~~provide~~diluted ~~disclosures~~loss ~~including~~per ashare ~~description~~for of the ~~effect~~three onmonths ~~accounting policies~~ended ~~that~~September the registrant expects to apply. These provisions apply to all pronouncements that have not yet been implemented by registrants. There are additional provisions that relate to corrections to several other prior FASB pronouncements. The Company has incorporated language into other recently issued accounting pronouncement notes30, ~~where relevant for the corrections in FASB ASU~~ 2017~~-03.~~ ~~The Company is implementing the updated SEC requirements on not yet adopted accounting pronouncements with these~~and ~~consolidated financial statements~~2016.

Note 3 – Going Concern

	For the Period Ended September 30, 2017			For the Period Ended September 30, 2016
Numerator:
Numerator for basic EPS - net loss allocable to common stockholders	$	(11,126,290	)	$	(112,957	)
Numerator for diluted EPS - net loss allocable to common stockholders	$	(11,126,290	)	$	(112,957	)

Denominator:
Denominator for basic EPS – weighted-average shares		55,529,740			49,514,000

Denominator for diluted EPS – adjusted weighted-average shares and assumed conversions		55,529,740			49,514,000
Loss per share – basic:	$	(0.20	)	$	(0.00	)
Loss per share – diluted:	$	(0.20	)	$	(0.00	)

F-8

Diluted loss per share is computed using the weighted-average number of common shares and dilutive potential common shares outstanding during the respective periods. The potentially dilutive securities that were not included in the calculation of diluted loss per share in the periods presented where their inclusion would be anti-dilutive included convertible notes convertible into common shares of 20,201,185 and 20,000,000 on a weighted average basis for the three months ended September 30, 2017 and 2016, respectively.

Note 4 – Going Concern

The Company’s consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the accompanying consolidated financial statements, the Company had ana ~~accumulated~~working capital deficit of $~~102~~10,~~639~~251,332 ~~and~~as ~~net cash~~of ~~flows~~September ~~used in operating activities of $148~~30,~~656~~ ~~for the nine months ended March 31,~~ 2017. The Company also had a net loss of $1211,~~699 for~~126,290 ~~the~~and ~~nine~~net ~~months~~cash ~~ended~~used ~~March~~in 31operating activities of $57,685 ~~2017~~for the three-month period ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ~~Company~~ability isof ~~attempting~~the Company to ~~generate~~continue ~~sufficient~~as ~~revenue;~~a ~~however,~~going ~~its~~concern ~~cash~~is ~~position~~dependent ~~may~~upon ~~not~~the beimpact ~~sufficient~~of toloss ~~support~~on ~~its~~change ~~daily operations. While the Company believes~~ in ~~the~~fair ~~viability~~value of ~~its~~derivative liabilities, ~~strategy~~which towas ~~generate~~caused ~~sufficient~~by ~~revenues~~the ~~and~~change in ~~its~~the ~~ability~~market toprice ~~raise~~of ~~additional funds,~~the ~~there~~Company’s ~~can~~common bestock, noas ~~assurances~~a tosole factor that ~~effect.~~has caused ~~The~~the ~~ability~~negative ofcash ~~the~~flow ~~Company~~from tooperation ~~continue~~activities, asthe aCompany’s ~~going~~working ~~concern~~capital isdeficit, ~~dependent~~and ~~upon~~ the ~~Company’s~~net ~~ability~~loss toposition. Until ~~further~~this ~~implement~~impact ~~its~~is ~~business~~eliminated ~~plan~~or improved, ~~generate~~the ~~sufficient~~substantial ~~revenue~~doubt ~~and~~about inthe ~~its~~Company’s ability to ~~raise~~continue ~~additional~~as a going concern ~~funds~~will continue to exist.

Note 45 – Stockholders' Equity (Deficit)

Common Stock

On ~~June~~July 2421, ~~2016~~2017, the Company ~~entered~~issued ~~into~~924,495 acommon ~~consulting~~shares ~~agreement~~to ~~with~~settle ~~Bright~~billings ~~Light~~from ~~Marketing~~consultants for ~~various~~strategic ~~public~~marketing ~~relations and business~~ development, corporate ~~services~~strategy ~~in exchange for 100~~development,~~000~~ ~~shares~~analytic ~~of its common stock valued at $25~~services,~~000.~~ ~~The~~intellectual ~~total~~property ~~value~~and ofpatent ~~shares~~consulting ~~issued~~services ~~will be~~for ~~recognized over~~ a ~~period~~total ofamount ~~one year. As~~ of ~~March 31, 2017,~~ $18192,~~906 stock based compensation expense had been recognized~~296.

~~F-8~~On July 27, 2017, the Company issued 50,711 common shares to settle billing from one consultant for analytic services of $11,765.

On ~~July~~August 1025, ~~2016~~2017, the Company issued 15500,000~~,000~~ ~~shares of its~~ common ~~stock~~shares to ~~Mr.~~settle ~~Ying-Chien~~billing ~~Lin~~from one consultant for ~~his~~analytic services ~~as the Company’s Chairman~~ of ~~the Board valued at~~ $~~150~~120,000. ~~The total value of the shares issued will be recognized over a period of five years. As of March 31, 2017, $21,687 stock based compensation expense had been recognized.~~

OnThe ~~July~~shares ~~10, 2016, the Company~~ issued ~~10,000,000~~were ~~shares~~valued ofusing ~~its~~market ~~common~~price ~~stock~~which toresulted ~~Mr.~~in ~~Ming-Shu~~a ~~Tsai~~loss ~~(“Matthew~~on ~~Tsai”)~~extinguishment ~~for his~~of ~~services~~liabilities asof ~~the Company’s Chief Executive Officer and as a Board Member valued at~~ $~~100~~121,~~000.~~435 ~~The~~due ~~total~~to ~~value of~~ the ~~shares~~ ~~issued~~excess ~~will~~of bemarket ~~recognized~~value over athe ~~period~~liabilities offorgiven ~~five~~for ~~years.~~the Asthree ofmonths ~~March~~ended ~~31,~~September ~~2017~~30, ~~$14,458 stock based compensation expense has been recognized~~2017.

On July 14, 2016, the Company entered into a consulting agreement with Chronos Investments Ltd. for various services including, but not limited to, strategic mergers and decisions related to the Company’s corporate performance, strategies related to macro and micro economical forces, development of new revenue channels, and the overall creation of shareholder value. Under the terms of this agreement, the Company issued 2,500,000 shares of its common stock in exchange for services valued at $25,000, which was recognized as stock based compensation upon its issuance.

On July 14, 2016, the Company entered into a consulting agreement with Cygnus Management Ltd. for various services including, but not limited to, the pursuit of strategic mergers and acquisitions and/or partnerships, and improvement of financial efficiencies. Under the terms of this agreement, the Company issued 2,500,000 shares of its common stock in exchange for services valued at $25,000, which was recognized as stock based compensation upon its issuance.

On July 15, 2016, the Company entered into a consulting agreement with Silverciti Group Ltd. for various asset management services. Under the terms of this agreement, the Company issued 2,500,000 shares of its common stock in exchange for services valued at $25,000, which was recognized as stock based compensation upon its issuance.

On November 28, 2016, the Company entered into consulting agreements with two individual consultants for a new strategic marketing development. On December 29, 2016, the Company issued 1,016,000 shares of its common stock in exchange for services valued at $10,160 in strategic marketing development. On, March 17, 2017, the Company further issued 92,084 shares of its common stock in exchange for services valued at $22,099 in strategic marketing development. The aggregate amount of $32,259 shares issued was recognized as stock based compensation upon its issuance.

On December 28, 2016, the Company entered into a consulting agreement with an individual consultant for analytic services in exchange for 37,000 shares of its common stock valued at $370, which was recognized as stock based compensation upon its issuance on January 12, 2017.

On January 3, 2017, the Company entered into a consulting agreement with an individual consultant for financial analysis services in exchange for 100,000 shares of its common stock valued at $1,000 in financial analysis, which was recognized as stock based compensation upon its issuance on January 13, 2017.

Note 5 – Accounts Receivable, Net

	As of
	March 31, 2017			June 30, 2016
Trade receivable	$	1,701,169		$	25
Allowance for doubtful accounts		(25,535	)		—
Accounts receivable, net	$	1,675,634		$	25

An analysis of the allowance for doubtful accounts for the nine months ended March 31, 2017 and March 31, 2016 is as follow:

	For the nine months ended
	March 31, 2017		March 31, 2016
Beginning balance	$	—	$	—
Addition of bad debt expense, net		25,535		—
Ending balance	$	25,535	$	—

F-9

Note 6 – Related Party Transactions

Related Parties

Related parties with whom the Company had transactions are:

Related Parties	Relationship	~~Relationship~~Related Party Transactions	Business Purpose of Transactions	~~Related Party Transactions~~	~~Business purpose of Transactions~~
Tiffany Aguayo	Founder, Former President and Former CEO (Until September 30, 2016)	~~Founder,~~Divestiture ~~Former~~of ~~President and Former CEO (Until September 30, 2016)~~Predecessor	Disposal of non-operating business	~~Divestiture of Predecessor~~	~~Disposal of non-operating business~~
Ming-Shu Tsai	Chief Executive Officer, Board member, and significant shareholder	~~Chief~~Advances ~~Executive~~to ~~Officer,~~the ~~Board member, and significant shareholder~~Company	Working capital funding	~~Advances to the Company~~	~~Working capital funding~~
Jin-Xia Wu	Family member of Matthew Tsai	~~Family~~Office ~~member~~space ofat ~~Ming-Shu~~approximately ~~Tsai~~$1,300 per month	Providing Office space in Taiwan	~~Office space at approximately $1,300 per month~~	~~Providing Office space in Taiwan~~

~~Sale of Shares and Change of Ownership~~F-9

On July 5, 2016, Ms. Aguayo, ~~owning approximately 76.9% of the total issued and outstanding shares of the Company,~~ entered into two separate Stock Purchase Agreements for the sale of 13,000,000 and 3,000,000 shares of the Company’s common stock equivalent to her complete ownership of the Company with Ying-Chien Lin and LCG, respectively. Pursuant to the execution of the Stock Purchase Agreements, Mr. Lin and LCG owned approximately 62.5% and 14.4% of the total voting rights of the Company, respectively.

On December 15, 2016, the Company entered into a Divestment Agreement with Ms. Aguayo, ~~advanced~~pursuant ~~$305~~to which Ms. Aguayo agreed to cancel all amounts due to her by the Company in ~~October~~exchange for the acquisition and purchase of all of the Predecessor’s business. The transaction was closed on December 15, 2016. The Company recorded a gain on disposal of subsidiary of $12,315, and a capital contribution of $3,030, for the ~~advance~~year ~~was~~ended ~~non-interest~~June ~~bearing~~30, 2017. Such divestment and ~~due~~disposal onof ~~demand~~the Predecessor does not constitute a discontinued operation as it does not represent a strategic shift of the Company’s business.

OnDuring ~~December 15, 2016,~~ the ~~Company~~three ~~entered~~months ~~into~~period aended ~~Divestment~~September ~~Agreement~~30, ~~with~~2017 ~~Ms.~~and ~~Aguayo~~2016, ~~pursuant to which~~ Ms. Aguayo ~~agreed~~advanced to ~~cancel all amounts due to her by~~ the Company in$0 ~~exchange~~and ~~for~~$305, ~~the~~respectively, ~~acquisition~~ and ~~purchase of all of the Predecessor’s business.~~no ~~The~~repayment ~~transaction~~ was ~~closed~~made onfor ~~December~~both ~~15, 2016~~periods. The ~~Company~~advances ~~recorded~~were anon-interest ~~gain~~bearing onand ~~disposal~~due ofon ~~subsidiary~~demand. As of ~~$12~~September 30,~~315,~~ 2017 and ~~a gain~~June on30, ~~cancellation~~2017, ofthe ~~debt~~balance of ~~$3,030,~~debt ~~for~~payable ~~the~~to ~~nine-month~~Ms. ~~period~~Aguayo ~~ended~~was ~~March~~$0 31and $0, ~~2017~~respectively.

Advances from Related-Parties

From time to time, certain officers of the Company advances funds to the Company for working capital purpose.

Ming-Shu Tsai, ~~Chief Executive Officer and significant shareholder,~~ advanced ~~Atlas~~the ~~Trading~~Company ~~a total of~~ $~~217~~10,~~949~~795 and ~~paid~~ $125,~~568~~902 ~~operating expense on behalf of Atlas China~~ for the ~~nine-month~~three months period ~~ending~~ended ~~March~~September 3130, 2017. ~~Both~~and ~~amounts~~2016, ~~are~~respectively. ~~non~~Ming-~~interest bearing and due~~Shu onTsai ~~demand.~~also Aspaid ofexpenses ~~March~~on ~~31,~~behalf ~~2017, $35,898~~ of the ~~advance~~Company ~~was~~for ~~repaid.~~the ~~The~~amount ~~balance~~ of ~~advance~~$420 ~~was~~and $~~182~~0,~~051~~ ~~included~~for inthe ~~loans~~three ~~from related~~months ~~parties~~period ended September 30, 2017 and ~~balance~~2016, ofrespectively. ~~$1,567~~The ~~was~~amounts ~~included~~are innon-interest ~~due~~bearing toand ~~related~~due ~~party~~on demand.

Ming-Shu Tsai has paid $1,574 on behalf of Atlas China during the year ended June 30, 2017. The amount was presented as due to related party included in the Company’s consolidated balance sheets as of June 30, 2017. During the three months ended September 30, 2017, Ming-Shu Tsai signed a debt agreement with the Company regarding the payment. The Company therefore reclassified the amount to loans from related parties.

As of September 30, 2017 and June 30, 2017, the balance of loans from related party is $409,982 and 397,143, respectively.

Office Space

One of the Company’s office is located at 1/F No. 103 Xin Yi Road, Lu Zhou District, Xin Bei, Taiwan. The office is rented from Jin-Xia Wu, a family member of Ming-Shu Tsai, for approximately $1,300 per month ($10,000 Hong Kong dollars). The space of the office is 90 square meters, and the purpose of this office is to continue to focus on the Company’s research and development efforts.

Note 7 – Concentration

During the ~~period~~three ~~from~~months ~~July~~period 1,ended ~~2016~~September ~~to March 31~~30, 2017, the Company purchased ~~all of~~ its ~~inventory~~inventories solely from ~~one~~a long-standing relationship with a preferred vendor.

~~During~~The ~~the~~Company ~~period~~conducted ~~from~~sales ~~July~~activities ~~1, 2016~~ to ~~March~~two ~~31,~~major ~~2017,~~customers during the ~~Company~~three ~~sold~~months aperiod ~~significant~~ended ~~amount~~September of30, ~~products~~2017, toamount ~~two~~generated from ~~significant~~each ~~clients~~customer ~~that accounted~~accounts for 8559.129% and 1231.096% ~~individually and an aggregate~~ of ~~97.1% of~~ the total ~~sales~~revenue, ~~of the Company~~respectively.

The Company continually evaluates the credit worthiness of its vendor and customers’ financial condition and has policies to minimize any potential risk.

Note 8 –- Debt

Convertible Debt

On July 5, 2016, Ms. Aguayo, owning approximately 85.8% of the total liabilities as of June 30, 2016, entered into a Debt Assignment Agreement and sold $40,000 of the outstanding debt from advances made on behalf of the Company to Growth Point Advisors Ltd. Pursuant to this Agreement, the Company entered into a Convertible Promissory Note (the “Note”) with Growth Point Advisors Ltd. to replace the Debt Assignment Agreement. The Note bears an interest rate of 8% per annum, due on July 4th 2017, and has a conversion feature allowing conversion by giving five days’ notice to the Company to convert the debt into the Company’s common shares at a rate of $0.002 per share. As part of the modification, the Company analyzed the note and determined that the change in term did qualify as a debt extinguishment under ASC 470-50. Therefore, a Beneficial Conversion Feature value of this convertible promissory note has been calculated to be $40,000 and the amortization of the debt discount for the nine-month period is $29,667. The aggregate amount of interest due on the principal amount is $2,336.

F-10

Short Term Loans

For the ~~nine-month~~three months period ended ~~March~~September 3130, 2017, The Company ~~obtained~~entered into short-term ~~loans from~~loan ~~six~~agreements with three creditors for total amount of $~~117~~9,~~796~~372, of which the proceeds were all paid directly to vendors. The ~~Company repaid $678 in the same period ended March 31, 2017. The~~ loans bear interest rate of 6% APR compounded monthly. A summary of balance of loans as of ~~March 31~~September 30, 2017 is presented below:

Creditors	Due Dates	Balance
Arc Capital Ltd.	From November 1, 2017 to February 28, 2018	$	75,013
ARC Capital Ltd.	From November 1, 2017 to August 31, 2018	$	82,395
Growth Point Advisors Ltd.	From November 1, 2017 to July 31, 2018		614,530
Chronos Investments Limited	November 1, 2017		575
Cygnus Management Limited	From April 30, 2018 to May 31, 2018		11,950
Lynx Consulting Group Ltd.	From January 31, 2018 to February 28, 2018		35,000
		$	~~117~~144,~~118~~450

~~For the nine~~F-months ended March 31, 2017, the Company recognized interest expense incurred from these loans for the amount of $3,511. As a result of loan repayments, the Company also recognized a gain on forgiveness of interest of $1, included in other income. As of March 31, 2017, interest payable of $3,510 was included in Accrued liabilities and other payables.10

On July 5, 2016, Ms. Aguayo entered into a Debt Assignment Agreement and sold $40,000 debt that was non-interest bearing and due on demand to Growth Point Advisors Ltd. Pursuant to this Agreement, the Company entered into a Convertible Promissory Note (“GPA 9Note”) –with ~~Subsequent~~Growth ~~Events~~Point Advisors Ltd. to replace the Debt Assignment Agreement. GPA Note bears an interest rate of 8% per annum, due on July 4, 2017, and has a conversion feature allowing conversion by giving five days’ notice to the Company to convert the debt into the Company’s common shares at a rate of $0.002 per share. The assignment qualified for a debt extinguishment under ASC 470-50, no gain or loss was recorded due to this extinguishment based on the term of debt. As part of the modification, a Beneficial Conversion Feature value of $40,000 was calculated and included in additional paid-in capital. The Company is in the process of negotiation to extend the maturity of this debt, the two parties have not reached to a consent as of the date of this filing.

~~ARC~~On ~~Capital~~July ~~Ltd.~~11, ~~has~~2017, ~~advanced~~ the Company entered into a ~~total~~Debt ofAgreement ~~$1,244~~with inLynx ~~May~~Consulting ~~2017~~Group Ltd. ~~The~~(“Lynx Note”), pursuant to which the Company ~~has~~borrowed ~~not~~$40,000 ~~entered~~debt ~~into~~bearing ainterest ~~written~~rate ~~agreement~~of 6% and matures on July 11, 2018. Lynx Note is embedded with a ~~ARC~~conversion ~~Capital~~feature ~~Ltd.~~that ~~relating~~allows toconversion ~~this~~of ~~advance~~the principal and ~~plans~~unpaid interest into common shares of the Company at a conversion price equal to doa so50% discount of the lowest closing price during the fifteen trading day period ending on ~~May~~the ~~31,~~latest ~~2017~~complete trading day prior to the conversion date.

~~Cygnus~~As ~~Management~~of ~~Ltd.~~September ~~has~~30, ~~advanced~~2017, and June 30, 2017, the ~~Company~~carrying aamount ~~total~~of convertible notes was $48,877 and $39,667, net of $631,~~875~~123 onand $333 ~~April~~unamortized 18discount, ~~2017~~respectively. ~~This~~The ~~loan~~potential ~~bears~~conversion ~~interest~~effect ~~rate~~is ofexcluded 6%in ~~APR~~the ~~compounded monthly,~~diluted ~~beginning~~EPS oncalculation ~~May~~for 1the period ended September 30, 2017, ~~and~~as ~~due~~the onimpact ~~May~~of 1,earnings ~~2018~~add-back from fair value measurement of derivative liabilities out-weights the impact of potential common shares issuable upon debt conversion.

For the three months ended September 30, 2017 and 2016, the Company recognized interest expense incurred from both short term loans and convertible notes in the amount of $9,913 and $0, respectively. As of September 30, 2017 and June 30, 2017, interest payable of $6,911 and $6,209 was included in accrued liabilities and other payables, respectively.

Note 9 – Derivative Liabilities

As described in Note 8, the conversion feature embedded in Lynx Note contains no explicit limit to the number of shares to be issued upon conversion. As such this conversion feature is classified as a liability under ASC 815. The Company accounted for the embedded conversion feature in accordance with ASC 815-40, which requires the Company to bifurcate the embedded conversion feature as liability at the date the notes become convertible and to record changes in fair value relating to the conversion feature liability in the statement of operation and comprehensive loss as of each subsequent balance sheet date. The debt discount related to the convertible debt is amortized over the life of the debt using the effective interest method. The Company’s conversion feature liability is valued using Black Scholes pricing models. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation model requires a variety of inputs, including contractual terms, market prices, yield curves, credits spreads, measures of volatility and correlation of such inputs. This financial liability does not trade in liquid markets, and as such, model inputs cannot generally be verified and do involve significant management judgement. Such instrument is typically classified within Level 3 of the fair value hierarchy.

As described in Note 8, the fair value of derivative liability related to the conversion feature embedded in Lynx Note was initially determined to be $84,438 on the date the debt became convertible and subsequently determined to be $160,174 as of September 30, 2017.

GPA Note was embedded with a conversion feature with a fixed conversion rate. The conversion feature is tainted due to the indeterminate number of shares to be delivered upon settlement of the Lynx Note. The fair value of derivative liability related to the conversion feature embedded in GPA Note was initially determined to be $7,767,443 on the date the debt was tainted and subsequently determined to be $10,985,344 as of September 30, 2017.

Among the fair value of the embedded conversion feature determined using Black Scholes pricing model as of the date the note become convertible, $40,000 was recorded as debt discount. The day one loss on derivative liability of $7,811,882 was rerecorded in change in fair value of derivative liabilities.

For the three months ended September 30, 2017 and 2016, $8,877 and $0 of debt discount due to embedded conversion feature was amortized and recorded as interest expense, respectively, and $3,293,636 and $0 loss in change in fair value of derivative liabilities is respectively recorded in the statements of operations and comprehensive loss.

The fair value of the instrument as of each of the measurement period were determined by using Black Scholes pricing model based on the following assumptions: dividend yield of 0%, volatility of 290.77% - 300.27%, risk free rate of 1.20% - 1.31%, and an expected term of 0.778 – 1 year.

Below is the reconciliation of the fair value of the Company’s derivative liabilities during the three months ended September 30, 2017:

Beginning balance as of June 30, 2017	$	-
Addition recorded as debt discount on convertible debt		40,000
Change in fair value of derivative liabilities
Day one loss related to embedded conversion feature		7,811,882
Loss related to derivative liabilities being marked to market		3,293,636
Ending balance as of September 30, 2017	$	11,145,518

F-11

Note 10 – Subsequent Events

On October 13, 2017, the Company issued 200,000 shares to settle billing from one consultant for business development and marketing consulting service of $71,600.

On October 13, 2017, the Company issued 700,000 shares pursuant to a consulting agreements signed on October 10, 2017 with one company for industry and technology consulting service valued at $346,290.

On October 10, 2017, the Company entered into an agreement of renovation of convertible debt with Growth Point Advisors Ltd. Both parties agreed to cancel the relevant conversion clauses stated in GPA Note and extend the term for one more year, from July 6, 2017 to July 5, 2018, with an amended interest rate of 6% per annum.

On October 10, 2017, the Company entered into an agreement of renovation of convertible debt with Lynx Consulting Group Ltd. Both parties agreed to cancel the relevant conversion clauses stated in Lynx Note.

On November 2, 2017, the Company issued 1,086,957 shares to settle billing from one consultant for IP consultancy services of $300,000.

F-12

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

The information set forth in this Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among others (i) changes in our revenues, gross margins, earnings and new contracts, (ii) prospective strategic expansion opportunities for the company touch screen technologies (iii) our ability to create and protect new patents and intellectual property rights around our touch screen technology (iv) our ability to continue to finance our business should we begin to incur losses and (v) our ability to attract top high level talent in the touch screen and/or high technology industry. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes”, “anticipates”, “intends” or “expects”. These forward-looking statements relate to our strategic global expansion plans, strength of our balance sheet, ability to complete financing at favorable terms generate a positive return on our capital expenditures growth of our business including entering into partnerships with strategic players in the industry, and plans to launch a successful marketing, advertising and awareness campaign for our next generation touchscreen technologies. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial requirements.

We assume no obligation to update these forward-looking statements to reflect actual results or changes in the factors or assumptions affecting our forward-looking statements.

Our financial results could differ materially from those projected in any forward-looking statements as a result of numerous factors, including, but not limited to, the following: the risk of other competitors infringing on our patents or proprietary technologies, the inability of our management team to adapt to changes in the industry, inability to maintain and/or capture additional market share of the global touchscreen technology industry, inflationary and deflationary conditions and cycles, currency exchange rates, and changing government regulations domestically and internationally that may impact our business.

Business Overview

~~Atlas~~The ~~Technology~~Company develops, designs and distributes its touchscreen-technology to a blue-chip client base. On July 18, 2014, the Company completed a reverse merger with ~~Sweets~~the ~~& Treats~~Predecessor, in which ~~Atlas~~the ~~Technology~~Company ~~International, Inc.~~ became the surviving entity. On December 15, 2016, the Company sold, assigned, transferred conveyed and delivered the Predecessor to the Founder. The Founder agreed to forgive all debt owed to her by the Company in consideration for the Predecessor.

Historically, the Company marketed its touchscreen products primarily through a broad distribution network of distributors exclusive to the Company’s senior management team. Our plan for the next twelve months calls for the further development of the Company’s touchscreen business and customer network. We anticipate that the cost for the further development, expansion and launch of our new strategic plan for the touchscreen business will be approximately $1,000,000.

Recent Development

On ~~July~~June 530, ~~2016~~2017, ~~the~~Atlas ~~Founder,~~Tech ~~owning approximately 76~~Limited.9% of(“Atlas ~~the~~Cayman ~~total~~Island”), ~~issued~~a ~~and~~wholly-owned ~~outstanding~~subsidiary ~~shares~~ of ~~the~~Atlas ~~Company,~~Technology ~~entered into~~International, ~~two~~Inc., ~~separate~~was ~~Stock~~incorporated ~~Purchase~~under ~~Agreements for~~ the ~~sale~~laws of ~~13,000,000~~the ~~and~~Cayman ~~3,000,000~~Islands ~~shares~~for of the ~~Company’s~~purpose ~~common stock equivalent to her complete ownership~~ of ~~the~~tax ~~Company~~planning ~~with Ying-Chien Lin~~ and ~~LCG~~optimizing ~~directly,~~business ~~respectively.~~capacity ~~Pursuant~~in terms ~~to the execution~~ of ~~the Stock~~deal ~~Purchase Agreements, Mr~~follows. ~~Lin~~Atlas ~~and~~Cayman ~~LCG~~Island ~~owned~~stated ~~approximately~~to ~~62.5%~~operate ~~and~~in 14August.~~4% of the total voting rights of the Company, respectively.~~

On ~~July~~August 78, ~~2016~~2017 and August 11, ~~Mr.~~2017, ~~Lin~~the ~~was~~Company ~~elected~~obtained asapproval ~~Chairman~~from ~~and~~State ~~director,~~Intellectual ~~and~~Property MrOffice of the P.R.C ~~Ming-Shu~~(SIPO) and ~~Tsai~~registered ~~was~~one ~~elected~~patent asof ~~director~~foam fit device for cell phone touch screen and ~~Co-CEO,~~another ~~overseeing the~~patent ~~Company’s~~of ~~operations~~stamping ~~with~~device ~~the~~for ~~Founder~~cell phone touch screen slicing.

On August 10, 2016, the Company's Board of Directors approved a change in its Fiscal Year from July 31 to June 30 for administrative purposes. The change in fiscal year became effective for the Company's 2016 fiscal year which began July 1, 2015 and ended June 30, 2016.

On August 23, 2016, the Company filed an Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware in which the Company confirmed its name change to Atlas Technology International, Inc. and set forth therein the designations for the Series A, B and C Preferred Stock (the bylaws of the Company were not amended to reflect the Certificate of Designations for the Series A, B and C Preferred Stock).

On September 30, 2016, the Founder resigned from all of her positions with Atlas Technology International, Inc. (the "Company”). The Founder’s resignation is based solely on personal reasons and is not the result of any disagreement with the Company on any matter relating to its operations, policies (including accounting or financial policies) or practices. The Board of Directors is now comprised of the two remaining members. Concurrent with the Founder’s resignation, the Board of Directors appointed Jing Zhou and Yi An Chen as Chief Financial Officer and Chief Technology Officer, respectively.

On December 15, 2016, the Company sold, assigned, transferred, conveyed and delivered the Predecessor to the Founder. The Founder accepted and purchased all of the business and assets outstanding, totaling $265; assumed, and agreed to perform, and otherwise pay, satisfy and discharge all existing and future liabilities and obligations of the Predecessor’s business, totaling $499. The Founder agreed to forgive all debt owned by the Company to the Founder, totaling $15,105. As more particularly set forth in the Divestment Agreement, filed as an Exhibit of the Current Report 8-K filed on December 19, 2016.

On March 23, 2017, Atlas China, a wholly-owned subsidiary of Atlas Trading, was incorporated under the laws of China in order to expand direct sales to more clients throughout China, lowering dependency on existing exporters/distributors, improving margins and exploiting the increasing demand for touchscreens in China.

Plan of Operations

Our goal is to further enhance our proprietary touchscreen technology to a level where we believe, due primarily to its technological advantages, it will be able to rapidly capture and expand its market share of the global touchscreen industry following its official global launch. Following its global launch, the Company will seek to build a global reputation for its touchscreen products while developing a blue-chip, global client base. We anticipate the cost for developing our touchscreen business will be approximately $1,000,000 within the next 12 months. We have no commitments for any financing and cannot provide assurance that we will realize this goal.

We are dependent on the timely receipt of our accounts receivables to fund our ongoing operations and execute our business plan. If we are unable to timely receive our accounts receivable, we will require capital investment or other financing to fund our ongoing operations and to execute our business plan. If we are unable to raise additional cash, we will either have to suspend or cease our expansion plans entirely. If we are not successful in generating sufficient revenue and cannot raise sufficient funds, we may be forced to cease operations. If that is the case, we will look for possible merger candidate or another suitable company to possibly acquire us.

Results of Operations - Three ~~and Nine~~ Months Ended ~~March~~September 3130, 2017 Compared to Three ~~and Nine~~ Months Ended ~~March~~September 3130, 2016

We generated revenue of $12,~~393~~218,~~365~~794 and $0235,971 ~~and $2,399,157 and $0~~ for the three ~~and nine~~ months ended ~~March~~September 3130, 2017 and 2016, respectively. The increase in revenue is mainly attributed to the Company’s entry into the touchscreen industry business and the Company’s market expansion. The Company has received orders from four (4) customers for the production of touchscreens per their requirements. The Company designs the touchscreens, source manufacturers for the production of the designed touchscreens, inspects the quality of the products made by the manufacturers, purchases the qualified finished-goods and then sells and delivers the touchscreens to their corporate clients.

We incurred cost of goods sold as $925,949 and $0, and $1,644,240 and $0 for the three and nine months ended March 31, 2017 and 2016, respectively. Cost of goods sold were related mainly to the touchscreen products purchased from sourced manufacturers for sale.13

We incurred ~~operating~~cost ~~expenses~~ of ~~$362,545~~goods ~~and~~sold as $161,~~272~~371,830 and $~~752~~168,~~542~~891 ~~and $36,930~~ for the three ~~and nine~~ months ended ~~March~~September 3130, 2017 and 2016, respectively. ~~The~~Cost of ~~increase~~goods issold ~~mainly~~were ~~due~~related mainly to the ~~cost~~touchscreen ofproducts ~~consultants,~~purchased ~~additional~~from ~~employees,~~sourced ~~and~~manufacturers ~~professional~~for ~~services related to being a publicly-traded company~~sale.

We incurred ~~interest~~operating ~~expense~~expenses of $11737,~~738~~724 and $0169,630 ~~and $33,178 and $0~~ for the three ~~and nine~~ months ended ~~March~~September 3130, 2017 and 2016, respectively. ~~The~~ The increase is mainly due to the ~~assignment~~cost of ~~non-interest~~consultants, ~~bearing~~additional ~~debt~~employees, ~~from~~and aprofessional services related ~~party and pursuant~~ to ~~that~~being ~~assignment the Company entered into~~ a ~~convertible promissory note bearing an interest rate of 8% per year with the new debt holder which has beneficial conversion feature as well as a number of non~~publicly-~~convertible debt with third parties the Company had entered into and are outstanding~~traded ~~ended March 31, 2017 of $117,118 and bear an interest rate of 6% APR compounded monthly that are due between the dates of November 2017 and March 2018~~company.

We ~~had~~incurred aloss ~~net~~on ~~income~~change ~~(loss)~~in offair ~~$95,892~~value ~~and~~of ~~($16,272),~~derivative ~~and~~liability ~~loss~~ of $1211,~~699~~105,518 and $~~31,930~~0 for the three ~~and nine~~ months ended ~~March~~September 3130, ~~2017~~ 2017 and 2016, respectively. The expense is incurred due to new issuance of convertible debt which triggers fair value measurement of derivative liabilities for the three months ended September 30, 2017.

We had a net loss of $11,126,290 and $112,957 for the three months ended September 30, 2017 and 2016, respectively.

Liquidity and Capital Resources

As of ~~March~~September 3130, 2017, we had total assets of $13,~~731~~483,~~686~~446, mainly in accounts receivable. Our liabilities as of ~~March~~September 3130, 2017, ~~were~~ $1were 13,~~593~~734,~~457~~778, which ~~comprised~~mainly ofconsist ~~$1,078,794 in~~ accounts payable, ~~$184,260~~of ~~in accrued liabilities and other payables,~~ $~~117,118 in short term loans, $~~1,~~567 due to related party~~426, ~~$29~~022,~~667~~ inand ~~convertible~~derivative ~~loans~~liabilities ~~and~~of $~~182~~11,~~051 in loans from related parties~~145,518. As of ~~March~~ 31September 30, 2017, we had a working capital deficit of $~~138~~10,~~229~~251,332.

The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities for the ~~nine~~three months ended ~~March~~September 3130, 2017:

	For the Nine Months Ended March 31, 2017
	For the Three Months Ended September 30,
Net cash used in operating activities	$	(148,656	)
	2017
Net cash used in investing activities		(130	)
Net cash used in operating activities	$	(57,685	)
Net cash provided by financing activities		~~181~~50,~~679~~795
Effect of exchange rate changes on cash		122
Net (decrease) increase in cash and cash equivalents	$	32,894
Net decrease in cash and cash equivalents	$	(6,868	)

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable because we are a smaller reporting company.

Item 4. Management’s Report on Disclosure Controls and Procedures.

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are not effective as of ~~March~~September 3130, 2017 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure for the reason described below.

Because of our limited operations, we have limited number of employees which prohibits a segregation of duties. In addition, we lack a formal audit committee with a financial expert. As we grow and expand our operations, we will engage additional employees and experts as needed. However, there can be no assurance that our operations will expand.

Inherent Limitations

Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during our three-month period ended ~~March~~September 3130, 2017, which ~~were~~ were identified in conjunction with management's evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, 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.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

Item 1A. Risk Factors.

Not required for smaller reporting companies.

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

None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Number	Description
31.1	Certifications of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+	Certifications of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2+	Certifications of the Chief Financial Officer pursuant to Section 302 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.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.

101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document.

+ In accordance with the SEC Release 33-8238, deemed being furnished and not filed.

* To be filed by amendment.

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.

		ATLAS TECHNOLOGY INTERNATIONAL, INC.
Date: May 15, 2017	By:	/s/ Ming-Shu Tsai
Date: November 14, 2017	By:	/s/ Ming-Shu Tsai
	Name:	Ming-Shu Tsai
		Chief Executive Officer
		(Principal Executive Officer)

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