UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~December 3031, 2018

Commission file number: 333-198615

Po Yuen Cultural Holdings (Hong Kong) Co., Ltd.

(Exact name of registrant as specified in its charter)

Nevada		47-1100063
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification number)

Room A, 16/F, Winbase Centre, 208 Queens Road Central, Sheung Wan, Hong Kong		N/A
(Address of Principal Executive Offices)		(Zip Code)

86-852-2350-1928

(Registrant’s Telephone Number, Including Area Code)

(Former name, former address and former fiscal year, if changed since last report)

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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically 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, or a non-accelerated filer or a smaller reporting company. 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 ~~(Do not check if a smaller reporting company)~~ ☒ Smaller reporting company ☐☒ Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November~~January 1428, ~~2018~~2019, there were 1,412,000 shares of the company’s common stock, par value $0.001 per share, outstanding.

Page 1 of 1417

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION.		3
Item 1.	Financial Statements.	3
	Condensed Balance Sheets - as of September 30, 2018 (unaudited) and March 31, 2017 (audited)	3
	Condensed Balance Sheets - as of December 31, 2018 (unaudited) and March 31, 2018 (audited)	3
	Condensed Statements of Operations for the three months ended September 30, 2018 and 2017 (unaudited)	4
	Condensed Statements of Operations for the three and nine months ended December 31, 2018 and 2017 (unaudited)	4
	Condensed Statements of Cash Flows for the three months ended September 30, 2018 and 2017 (unaudited)	5
	Condensed Statements of Cash Flows for the nine months ended December 31, 2018 and 2017 (unaudited)	5
	Notes to Condensed Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4	Controls and Procedures	11
PART II – OTHER INFORMATION.		12
Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	Mine Safety Disclosures	12
Item 5.	Other Information	12
Item 6.	Exhibits	12
SIGNATURES		13

Page 2 of 1417

PART I

Item 1.

Financial Statements

Po Yuen Cultural Holdings (Hong Kong) Co., Ltd
Condensed Balance Sheets
	(Unaudited)	(Audited)
	September 30, 2018	March 31, 2018
	December 31, 2018	March 31, 2018
ASSETS
Current Assets:
Cash	$-	$-
Total Current Assets	-	-
Prepaid Legal	3,000	-
TOTAL ASSETS	$-	$-
Total Current Assets	3,000	-
TOTAL ASSETS	$3,000	$-
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities
Accrued Expenses	$-	$8,275
Due to paying agent	1112,~~141~~241	663
Due to related party	3745,780	17,724
Total Current Liabilities	4858,~~921~~021	26,662
TOTAL LIABILITIES	4858,~~921~~021	26,662
Commitments and Contingencies	$-	$-
Shareholders' Deficit:
Preferred stock, $.001 par value, 30,000,000 and 0 shares authorized, no shares issued and outstanding at September 30, 2018 and March 31, 2018, respectively.	-	-
Preferred stock, $.001 par value, 30,000,000 and 0 shares authorized, no shares issued and outstanding at December 31, 2018 and March 31, 2018, respectively.	-	-
Common stock, $.001 par value, 500,000,000 shares authorized, 19,412,000 issued and 19,412,000 issued and 1,412,000 and 19,412,000 outstanding at September 30, 2018; and March 31, 2018.	19,412	19,412
Common stock, $.001 par value, 500,000,000 shares authorized, 19,412,000 issued and 19,412,000 issued and 1,412,000 and 19,412,000 outstanding at December 31, 2018; and March 31, 2018 respectively.	19,412	19,412
Additional paid-in capital	265,499	247,498
Accumulated deficit	(~~315~~321,~~832~~932)	(293,572)
Stock held in treasury at cost; 18,000,000 and 0 shares at September 30, 2018 and March 31, 2018	(18,000)	-
Stock held in treasury at cost; 18,000,000 and 0 shares at December 31, 2018 and March 31, 2018 respectively.	(18,000)	-
Total Stockholders’ Deficit	(4855,~~921~~021)	(26,662)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	-3,000	-

The accompanying notes are an integral part of these unaudited Condensed financial statements

Page 3 of 1417

Po Yuen Cultural Holdings (Hong Kong) Co., Ltd
Condensed Statements of Operations
for the three and six months ended September 30,
for the three and Nine months ended December 31,
(Unaudited)
	Three Months Ended September, 30 2018	Three Months Ended September, 30 2017	Six Months Ended September, 30 2018	Six Months Ended September, 30 2017
	Three Months Ended December 31, 2018	Three Months Ended December 31, 2017	Nine Months Ended December 31, 2018	Nine Months Ended December 31, 2017
Revenue	$-	$-	$-	$-
Operating Expenses:
General administrative expense	136,~~631~~100	49,~~360~~956	2228,~~260~~360	1121,~~648~~204
Total operating expenses	136,~~631~~100	49,~~360~~956	2228,~~260~~360	1121,~~648~~204
Net loss from operations	(136,~~631~~100)	(49,~~360~~956)	(2228,~~260~~360)	(1121,~~648~~204)
Loss before income taxes	(136,~~631~~100)	(49,~~360~~956)	(2228,~~260~~360)	(1121,~~648~~204)
Provision for income taxes	-	-	-	-
Net Loss	$(136,~~631~~100)	$(49,~~360~~956)	$(2228,~~260~~360)	$(1121,~~648~~204)
Basic and diluted loss per share	$(0.0100)	$(0.00)	$(0.0102)	$(0.00)
Weighted average number of common shares outstanding basic and diluted	1,412,000	19,412,000	1,608,721	19,412,000

The accompanying notes are an integral part of these unaudited Condensed financial statements

Page 4 of 1417

Po Yuen Cultural Holdings (Hong Kong) Co., Ltd
Condensed Statement of Cash Flows
Six months ended September 30,
Nine months ended December 31,
(Unaudited)
	Six Months Ended September, 30 2018	Six Months Ended September, 30 2017
	Nine Months Ended December 31, 2018	Nine Months Ended December 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$(2228,~~260~~360)	~~$(11,648)~~	$(21,204)
Adjustments to reconcile net loss to net
cash used in operating activities:
Changes in operating assets and liabilities:
Accrued Expenses	(8,274)	(9,040)
Change in Prepaid Legal	(3,000)		-
Due to paying agent	10,478
Accrued Expenses	(8,274)		(7,222)
Due to Related party	20,056	20,350
Due to paying agent	11,578
Net cash used in operating activities	-	(338)
Due to Related party	-		-
CASH FLOWS FROM INVESTING ACTIVITIES:	-	-
Net cash used in operating activities	(28,057)		(28,426)
CASH FLOWS FROM FINANCING ACTIVITIES:
CASH FLOWS FROM INVESTING ACTIVITIES:	-		-
Due to Related party	-	-
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash provided by financing activities	-	-
Due to Related party	28,057		27,809
Net increase (decrease) in cash	-	(338)
Net cash provided by financing activities	28,057		27,809
Cash at beginning of period	-	617
Net increase (decrease) in cash	-		(617)
Cash at end of period	-	$279
Cash at beginning of period	-		617
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash at end of period	-		$-
Cash paid for interest	-	-
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for taxes	-	-
Cash paid for interest	-		-
Cash paid for taxes	-		-

The accompanying notes are an integral part of these unaudited Condensed financial statements

Page 5 of 1417

PO YUEN CULTURAL HOLDINGS (HONG KONG) CO., LTD.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED ~~SEPTEMBER~~DECEMBER 3031, 2018 (UNAUDITED)

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES

Po Yuen Cultural Holdings (Hong Kong) Co., Ltd. a Nevada corporation, (“ATI,” “Company,” “Registrant,” “we,” “us,” or “our”) was incorporated on May 14, 2014 under the name “WeWearables, Inc.” It changed its named to Asia Training Institute, Inc., on February 17, 2016 due to ownership change. Then again the name was changed to Po Yuen Cultural Holdings (Hong Kong) Co., Ltd. on November 22, 2017 due to ownership change.

At present, we have no operations or employees. The Company’s current business strategy is to investigate and, if such investigation warrants, acquire a target operating company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next twelve months and beyond such time will be to achieve long-term growth potential through a combination with an operating business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)

Basis of Presentation

The accompanying unaudited financial statements have been prepared from the books and records of the Company in accordance with U.S. GAAP and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. The statements of operations for the three months ended ~~September~~December 3031, 2018 are not necessarily indicative of the results to be expected for the full year or any future interim period. These unaudited financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2018. In the opinion of management, all adjustments considered necessary for a fair presentation of the results for the interim periods presented have been reflected in such financial statements.

The Company maintains its general ledger and journals with the accrual method of accounting for financial reporting purposes. The financial statements and notes are representations of management. Accounting policies adopted by the Company conform to U.S. GAAP and have been consistently applied in the presentation of financial statements. The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC.

(b)

Net loss per common share

The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. At ~~September~~December 3031, 2018, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period.

(c)

Use of estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

(d)

Recently issued or adopted standards

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

Page 6 of 1417

3.	ACCRUED LIABILITIES.

As of March 31, 2018, and ~~September~~December 3031, 2018, the Company had $8,938 and $1112,~~141~~241 in accrued liabilities, respectively. The accrued liabilities mainly consist of accrued professional fees.

4.	GOING CONCERN AND CAPITAL RESOURCES

The Company does not currently engage in any business activities that provide cash flow. During the next 12 months we anticipate incurring costs related to:

●	filing of Exchange Act reports,

●	payment of annual corporate fees, and

●	investigating, analyzing and consummating an acquisition.

As of ~~September~~December 3031, 2018, the Company had an accumulated deficit of $~~315~~321,~~832~~932. Management anticipates that fees associated with filing of Exchange Act reports including accounting fees and legal fees and payment of annual corporate fees will not exceed $75,000 within next 12 months. We do not currently intend to retain any entity to act as a "finder" to identify and analyze the merits of potential target businesses. Management intends to search for a business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys and does not plan to conduct a complete and exhaustive investigation and analysis of a business opportunity. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds, would be desirable. If the management can find a suitable target company, we will have to budget for additional fees relating to the investigation into the target company (including due diligence and possibly visiting the facilities) and consummating the reverse merger, which may cost between $125,000 to $150,000. We expect that the expenses for the next 12 months and beyond such time will be paid with amounts that may be loaned to or invested in us by our stockholders, management or other investors. Since we have minimal assets and will continue to incur losses due to the expenses associated with being a reporting company under the Exchange Act, we may cease business operations if we do not timely consummate a business combination.

Currently, our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent upon our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances. However, there is no assurance of additional funding being available.

Our independent accountants have included an explanatory paragraph in their opinion on our financial statements as of and for the year ended March 31, 2018 that states that the Company’s lack of revenues and financial resources, among other conditions, raise substantial doubt about our ability to continue as a going concern.

5. LOANS FROM OFFICERS AND DIRECTORS

For the ~~six~~Nine months ended ~~September~~December 3031, 2018, our Director and CFO, Peter Tong, paid Company expenses totaling $2028,~~056~~057 from personal funds. These expenses consisted primarily of professional fees. The amount due to Mr. Tong is unsecured, non-interest bearing, has no fixed term of repayment and is therefore deemed payable on demand. As of ~~September~~December 3031, 2018, the outstanding balance due to Mr. Tong was $3745,780 ~~it is unsecured, non-interest bearing, has no fixed term of repayment and is therefore deemed payable on demand.~~

6.	COMMON STOCK TRANSACTIONS

The Company is authorized to issue 500,000,000 shares of common stock. The Company issued 17,000,000 shares of its common stock to its former president and chief executive officer as founder shares. The Company issued 3,050,000 shares of its common stock for services with a value attributed to them of $20,000.

In January 2015, the Company completed a public offering whereby it sold 362,000 shares of common stock at $0.10 per share for total gross proceeds of $36,200.

On February 12, 2016 Mr. Chen sold all 17,000,000 of his shares of common stock to Mr. Chiang. That same date, two other stockholders sold all of their shares, totaling 2,000,000, to Mr. Chiang.

On February 16, 2016, the Company’s transfer agent canceled 1,000,000 shares of common stock previously outstanding at the request of the previous stockholder. At December 31 and March 31, 2017 there were 19,412,000 shares of common stock issued and outstanding.

Page 7 of 1417

On October 18, 2017, and as reported on Form 8K filed on October 23, 2017, Mr. Chiang sold to Peter Tong all 19,000,000 shares of the Company’s restricted common stock. The sale was the result of a privately negotiated transaction without the use of public dissemination of promotional or sales materials. The buyer represented that it was an accredited investor and as such could bear the risk of such investment for an indefinite period of time and to afford a complete loss thereof.

On April 3, 2018, and as reported on Form 8K/A filed April 16, 2018, the ~~board of directors of Po Yuen Cultural Holdings (Hong Kong) Co., Ltd. (the “~~Company~~”),~~ reacquired 18 million shares of the Company’s common stock from certain shareholders, without consideration, out of the 19 million shares held by this group immediately prior to returning the shares to us, as reflected in the table below. The shares have been returned to the Company as non-voting ~~Treasury~~treasury stock.

Except as otherwise indicated, all Shares are owned directly, and the percentage shown is based on 1,412,000 shares of Common Stock issued and outstanding.

Title of class	Name and address of beneficial owner	Prior Beneficial Ownership	Current Beneficial Ownership	Percent of class
Common	Cheuk Yi Cheung, Director Room A, 16/F, Winbase Centre 208 Queen’s Road Central Sheung Wan, Hong Kong	16,359,000	861,000	61%
Common	Kwok Yuen Luk, CEO and Director Room A, 16/F, Winbase Centre 208 Queen’s Road Central Sheung Wan, Hong Kong	741,000	39,000	2.7%
Common	Peter Tong, CFO, Secretary and Director 218 Tilton Ave #301, San Mateo CA 94401	1,330,000	70,000	5 %
	All Officers and Directors as a Group	18,430,000	970,000	68.7%

	Other owners
Common	Kai Chi To 1/F-2/F, No 15 11th Lane, Sha Kok Mei Village, Sai Kung New Territories, Hong Kong	570,000	30,000	2.1 %

7.	SUBSEQUENT EVENTS

In accordance with ASC 855, the Company has analyzed its operations subsequent to ~~September~~December 3031, 2018 ~~through~~the ~~November~~date ~~14, 2018~~ these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

Page 8 of 1417

Item 2.

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

This Quarterly Report on Form 10-Q includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described under “Risk Factors” in our Form 10-K for the fiscal year ended March 31, 2018, as filed on June 28, 2018 and in our Form 10K/A filed on August 13, 2018. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report.

Overview

Po Yuen Cultural Holdings (Hong Kong) Co., Ltd. (the “Company”) was incorporated in the State of Nevada on May 14, 2014 under the name “WeWearables, Inc.”. Our principal executive offices are located at Room A, 16/F, Winbase Centre, 208 Queen’s Road Central, Sheung Wan, Hong Kong. Our phone number is 86-852-2350-1928.

The Company does not currently have an operating business and has limited financial resources. The Company has not established a source of equity or debt financing.

The Company’s current business strategy is to investigate and, if such investigation warrants, acquire a target operating company or business seeking the perceived advantages of being a public corporation. The Company’s principal business objective for the next twelve months and beyond such time will be to achieve long-term growth potential through a combination with an operating business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

Operating Expenses

During the three months ended ~~September~~December 3031, 2018 and 2017, we have incurred $136,~~631~~100, and $49,~~360~~556 in expenses, respectively, primarily consisting of professional fees associated with the SEC filings.

During the ~~Six~~Nine months ended ~~September~~December 3031, 2018 and 2017, we have incurred $2228,~~260~~360, and $1121,~~648~~204 in expenses, respectively, primarily consisting of professional fees associated with the SEC filings.

Going Concern

The Company does not currently engage in any business activities that provide cash flow. As of ~~September~~December 3031, 2018, the Company has an accumulated deficit of $~~315~~321,~~832~~932.

The notes to the financial statements furnished with this report and to our annual report on Form 10-K for the year ended March 31, 2018 state that our substantial losses, working capital deficit, lack of revenues and continuing financial obligations as a public company raise doubt about our ability to continue as a going concern. Our independent accountants make reference to such note in their opinion on our financial statements as of and for the year ended March 31, 2018.

During the next 12 months, we anticipate incurring costs related to:

	●	filing of reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
	●	payment of annual corporate fees, and
	●	investigating, analyzing and consummating an acquisition.

Management anticipates that fees associated with the filing of Exchange Act reports including accounting fees, legal fees EDGAR fees, XBRL fees and the payment of annual corporate fees will not exceed $75,000 during the next 12 months.

Page 9 of 1417

merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party ~~advances~~advance. However, there is no assurance of additional funding being available.

Plan of Operation.

As of the close of business of the period covered by this report, the Company had no business operations or employees. We currently are seeking to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction with one or more operating businesses or assets that we have not yet identified. We cannot assure investors that we will successfully conclude any such transaction or that if we do, we will generate meaningful revenue.

The Company may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may affect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization.

The Company anticipates that the selection of a business combination will be complex and extremely risky. Our potential merger targets are firms seeking either the benefits of a business combination with an SEC reporting company and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. While a private operating company may achieve the same benefits by filing its own Exchange Act registration statement, such benefits can be achieved at a potentially faster rate with limited regulatory review through the completion of a business combination with a public reporting company. A potentially available business combination may

occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. The time required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty.

We do not currently intend to retain any entity to act as a “finder” to identify and analyze the merits of potential target businesses. Management intends to search for a business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys and does not plan to conduct a complete and exhaustive investigation and analysis of a business opportunity. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds, would be desirable. If management can find a suitable target company, we will have to budget for additional fees relating to the investigation into the target company (including due diligence and possibly visiting the facilities) and consummating the reverse merger, which may cost between $125,000 to $150,000.

In the event we use all of our cash resources, certain members of management and shareholders have indicated their willingness to loan us funds at the prevailing market rate, assuming we find a suitable candidate for an acquisition, until such acquisition is consummated. Even though this is their current intention, they have made no firm commitment and it is at their sole discretion whether or not to fund us. In the event they do not fund us and we are not able to find outside investors, we will not have the funds necessary to operate and will have to dissolve.

Since we have minimal assets and will continue to incur losses due to the expenses associated with being a reporting company under the Exchange Act, we may cease business operations if we do not timely consummate a business combination.

In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. There are numerous blank check companies that have gone public in the United States that have significant financial resources, that are seeking to carry out a business plan similar to our business plan. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater ~~technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors.~~

Page 10 of 1417

technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors.

Liquidity and Capital Resources

As of ~~September~~December 3031, 2018, our total assets were $03,000 and our total liabilities were $4858,~~921~~021, comprised of accrued expenses and due to related parties.

Stockholders’ deficit increased from $(26,662) as of March 31, 2018 to $(4855,~~921~~021) as of ~~September~~December 3031, 2018.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the ~~three~~nine months ended ~~September~~December 3031, 2018 and ~~September~~December 3031, 2017, net cash flows used in operating activities were $0(28,057) and $(~~338~~28,426) respectively, consisting of net losses in both periods and a change in accounts payable and accrued expenses for the three months ended ~~September~~December 3031, 2018.

Cash Flows from Financing Activities

For the three months ended ~~September~~December 3031, 2018 and 2017, net cash from financing activities was $028,057 and $027,809, respectively, consisting of loans from director. .

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

~~Based~~Our onmanagement, anincluding ~~evaluation~~our ofchief ~~the~~executive ~~Company’s~~officer ~~disclosure~~(principal ~~controls~~executive officer) and ~~procedures~~chief ~~(as~~financial ~~defined~~officer ~~in Rules 13a-15~~(e)principal ~~and~~accounting ~~15d-15(e~~officer) ofevaluated the ~~Exchange~~effectiveness ~~Act), as~~ of ~~September 30, 2018,~~ the ~~Company’s~~design ~~Interim Chief Executive Officer~~ and ~~Chief~~operation ~~Financial~~of ~~Officer~~our ~~(its principal executive officer and principal financial and accounting officer) has concluded that the Company’s~~ disclosure controls and procedures ~~were~~as ~~not~~of ~~effective~~December at31, ~~a reasonable assurance level~~2018.

~~Limitations~~Pursuant onto Rule 13a-15(b) under the ~~Effectiveness~~Exchange Act, disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit to the SEC is recorded, processed, summarized and reported within the time periods specified in the rules and forms of ~~Controls~~the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

AManagement, ~~control~~including ~~system,~~our noCEO ~~matter~~and ~~how~~CFO, ~~well~~is ~~conceived~~responsible for establishing and ~~operated,~~maintaining ~~can~~adequate ~~provide~~internal ~~only~~control ~~reasonable~~over financial reporting, ~~not~~as ~~absolute~~such term is defined in Exchange Act Rule 13a – 15(f). Management conducted an assessment as of December 31, ~~assurance~~2018 ~~that~~of the ~~objectives~~effectiveness of ~~the~~our internal control ~~system~~over ~~are~~financial ~~met.~~reporting ~~Because~~based ofon the ~~inherent~~framework ~~limitations~~ in ~~all~~Internal ~~controls~~Control ~~systems,~~– Integrated noFramework ~~evaluation~~(2013) issued by the Committee of ~~controls~~Sponsoring ~~can~~Organizations ~~provide~~of ~~absolute~~the ~~assurance~~Treadway Commission (“COSO”). Based on that ~~all~~evaluation, ~~control~~our ~~issues~~chief executive officer and ~~instances~~chief offinancial ~~fraud,~~officer ifconcluded ~~any~~that, ~~within~~because aof ~~company~~the ~~have~~material ~~been~~weakness ~~detected.~~in ~~Our~~internal control over financial reporting, our disclosure controls and procedures ~~are~~were ~~designed~~not toeffective ~~provide~~as ~~reasonable assurance~~ of ~~achieving~~December ~~its~~31, ~~objectives~~2018.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2018, the Company determined that there were control deficiencies that constituted the following material weaknesses:

The Company does not have a sufficient number of accounting personnel, which would provide segregation of duties within our internal control procedures to support the accurate and timely reporting of our financial results.

Page 11 of 17

The Company's current accounting personnel lack experience and knowledge in identifying and resolving complex accounting issues under U.S. Generally Accepted Accounting Principles (GAAP).

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal controls over financial reporting that occurred during the Company’s fiscal quarter ended ~~September~~December 3031, 2018 that ~~has~~would have materially affected, or isthat were reasonably likely to materially affect, the Company’s internal control over financial reporting.

Page 1112 of 1417

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

None.

Item 1A.

Risk Factors.

We are a smaller reporting company and, therefore, we are not required to provide information required by this Item.

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*		Certification of Chief Executive Officer Pursuant to Sarbanes-Oxley Section 302

31.2		Certification of Chief Financial Officer Pursuant to Sarbanes-Oxley Section 302

32.1		Certification Pursuant To 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

Page 1213 of 1417

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.

	PO YUEN CULTURAL HOLDINGS (HONG KONG) CO., LTD..
Dated: November 14, 2018	By:	/s/ Kwok Yuen Luk
Dated: January 28, 2019	By:	/s/ Kwok Yuen Luk
	Name:	Kwok Yuen Luk
	Title:	Chief Executive Officer, (Principal Executive Officer)

Page 1314 of 1417

Page 1415 of 1417

Filing Compare · Po Yuen Cultural Holdings (Hong Kong) Co., Ltd.