UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ý ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: March 31, ~~2018~~2019

or£ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐For ~~TRANSITION~~the ~~REPORT~~transition ~~UNDER~~period ~~SECTION~~from 13________ ORto ~~15(d) OF THE SECURITIES EXCHANGE ACT 1934~~________

For the transition period from ______to______

Commission file number: 333-198615

~~(Exact~~Po ~~name~~Yuen ofCultural ~~Company~~Holdings as(Hong ~~specified~~Kong) inCo., ~~its charter)~~Ltd.

Nevada		47-1100063
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

(Name of Small Business Issuer in its charter)

Room A, 16/F, Winbase Centre, 208 Queen's Road Central, Sheung Wan, Hong Kong		N/A
Nevada		47-1100063
(Address of Principal Executive Offices)		(Zip Code)
(State or other jurisdiction of Identification No.)		(I.R.S. Employer incorporation or organization)

~~Company~~ Room A, 16/F, Winbase Centre, 208 Queen's ~~telephone~~Road ~~number~~Central, ~~including~~Sheung ~~area~~Wan, ~~code:~~Hong ~~86-852-2350-1928~~Kong

~~Securities~~Address ~~registered pursuant to Section 12(b)~~ of ~~the~~registrant's ~~Act:~~principal ~~None~~executive offices

~~Securities registered pursuant to Section 12 (g) of the Act:~~86-852-2350-1928

~~Common~~Registrant’s ~~Stock,~~telephone ~~par value $0.001 per share~~number

Securities registered under Section 12(~~Title~~g) of ~~class)~~the Exchange Act:

Indicate by check mark if the Company is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	POYN	OTCQB

Indicate by check mark if the ~~Company~~registrant is ~~not~~a ~~required~~well-known toseasoned ~~file~~issuer, ~~reports~~as ~~pursuant~~defined toin ~~Section~~Rule 13405 ~~or Section 15(d)~~ of the Securities Act. £Yes ☐ý No ☒

Indicate by check mark ~~whether~~if the ~~Company~~registrant ~~(1)~~is ~~has~~not ~~filed all reports~~ required to befile ~~filed~~reports bypursuant to Section 13 or Section 15(d) of the ~~Securities~~ Exchange Act ~~of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days~~. £ Yes ý ☒ No ☐

Indicate by check mark whether the ~~Company~~registrant (1) has ~~submitted~~filed ~~electronically~~all ~~and~~reports ~~posted~~required onto ~~its~~be ~~corporate~~filed ~~web~~by ~~site,~~Section if13 ~~any,~~or ~~every~~15(d) ~~Interactive~~of ~~Data~~the ~~File~~Securities ~~required~~Exchange toAct beof ~~submitted~~1934 ~~and~~during ~~posted~~the ~~pursuant~~preceding to12 ~~Rule~~months, ~~405~~and of(2) ~~Regulation~~has ~~S-T~~been ~~(Section~~subject ~~232.405)~~to ~~during~~such filing requirements for the ~~preceding~~past 1290 ~~months~~days. ý Yes £ ☒ No ☐

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~is ~~filers~~a ~~pursuant~~large toaccelerated ~~Item~~filer, ~~405~~an ofaccelerated ~~Regulation~~filer, Sa non-Kaccelerated ~~is not contained herein~~filer, ~~and~~or ~~will~~a ~~not~~smaller bereporting ~~contained,~~company. toSee the ~~best~~definitions of ~~Company's~~“large ~~knowledge~~accelerated filer,” in“accelerated ~~definitive~~filer” ~~proxy~~and or“smaller ~~information~~reporting ~~statements~~company” ~~incorporated by reference~~ in ~~Part~~Rule ~~III~~12b-2 of ~~this~~the ~~Form~~Exchange ~~10-K or any amendment to this Form 10-K~~Act. ☒

Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
Emerging Growth Company	x
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.
			o

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ☐mark ~~Accelerated~~whether ~~filer~~the ☐registrant ~~Non-accelerated~~is ~~filer~~a ☐shell company (Doas ~~not~~defined ~~check~~in ifRule a12b-2 ~~smaller~~of ~~reporting~~the ~~company~~Exchange Act). ~~Smaller~~ý ~~reporting~~Yes ~~company~~£ ☒No ~~Emerging growth company ☒~~

~~Indicate~~The byaggregate ~~check~~market ~~mark~~value ~~whether~~of ~~the~~voting ~~Company~~and isnon-voting acommon ~~shell~~equity ~~company~~held ~~(as~~by ~~defined in Rule 12b~~non-2affiliates as of ~~the~~September ~~Act):~~30, ~~Yes~~2018 ☒was ~~No☐~~approximately $243,100.

IfAt anJune ~~emerging~~26, ~~growth company~~2019, ~~indicate~~there bywere ~~check~~1,412,000 ~~mark~~shares ~~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~~common ~~Exchange~~stock ~~Act~~outstanding.

☒DOCUMENTS INCORPORATED BY REFERENCE None

As of June 27, 2018 there were 1,412,000 shares of company's common stock, par value $0.001 per share, outstanding. As of the last business day of the registrant’s most recently completed fiscal quarter, there was no active public trading market of our shares of common stock on the OTC Pink.

TABLE OF CONTENTS

PART I
Item 1.	Business.	3
PART II
Item 5.	Market For Company's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	4
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	4
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	6
Item 8.	Financial Statements and Supplementary Data.	6
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	13
Item 9A.	Controls and Procedures.	13
Item 9B.	Other Information.	13
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	14
Item 11.	Executive Compensation.	15
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	16
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	16
Item 14.	Principal Accountant Fees and Services.	16
PART IV
Item 15.	Exhibits and Financial Statement Schedules.	17

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ii

PART I

Item 1. Description of Business. 1

PoItem ~~Yuen Cultural Holdings (Hong Kong) Co~~1A., ~~Ltd.~~Risk ~~(the “Company”) was incorporated in the State of Nevada on May 14, 2014 under the name “WeWearables, Inc~~Factors.~~” Our principal executive offices are located at Room A, 16/F, Winbase Centre, 208 Queen’s Road Central Hong Kong. Our phone number is 852-2350-1928.~~ 6

~~The~~Item ~~Company does not currently have an operating business and has limited financial resources~~1B. ~~The~~Unresolved ~~Company~~Staff ~~has not established a source of equity or debt financing~~Comments. 6

~~The~~Item ~~Company~~2. is 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 identifiedProperties. 6

AtItem ~~present, we have no employees~~3. ~~Our~~Legal ~~officers and directors are listed below~~Proceedings. 6

Name	Age	Position
Kwok Yuen Luk	40	President, Chief Executive Officer, Director
Peter Tong	63	Chief Financial Officer, Treasurer, Secretary and Director
Cheuk Yi Cheung	44	Chairman of the Board of Directors, Director
Kai Ming Tai	46	Director
Sai Cheung Wong	59	Director
Donna Fung Yee Chung	60	Director

Item 4. Mine Safety Disclosures. 6

~~Business~~PART ~~of Issuer~~II

~~The~~Item ~~Company,~~5. ~~based~~Market onfor ~~proposed~~Registrant’s ~~business~~Common ~~activities~~Equity, isRelated aStockholder ~~"blank~~Matters ~~check" company. The U.S. Securities~~ and ~~Exchange~~Issuer ~~Commission~~Purchases ~~(the "SEC") defines those companies as "any development stage company that is issuing a penny stock, within the meaning~~ of ~~Section~~Equity ~~3(a)(51) of the~~ Securities ~~Exchange Act of 1934, as amended (the "Exchange Act"), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies~~." Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a "shell company," because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.6

~~The~~Item ~~Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation~~6. ~~The~~Selected ~~Company's~~Financial ~~principal business is to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings.~~Data 7

~~The~~Item ~~analysis~~7. ~~of new business opportunities will be undertaken by or under the supervision of the Company'~~Management’s ~~officers.~~Discussion Asand ofAnalysis ~~the date~~ of ~~this~~Financial ~~Annual~~Condition ~~Report, the Company has not entered into any agreement with any party regarding acquisition opportunities for the Company. The Company has unrestricted flexibility in seeking, analyzing~~ and ~~participating~~Results ~~in potential business opportunities. In its efforts to analyze potential acquisition targets, the Company will consider the following kinds~~ of ~~factors:~~Operations 7

●Item ~~Potential~~7A. ~~for~~Quantitative ~~growth,~~and ~~indicated~~Qualitative byDisclosures ~~new~~About ~~technology,~~Market ~~anticipated market expansion or new products;~~Risk. 9

●Item ~~Competitive~~8. ~~position~~Financial asStatements ~~compared to other firms of similar size~~ and ~~experience~~Supplementary ~~within the industry segment as well as within the industry as a whole;~~Data. 9

●Item ~~Strength~~9. ~~and~~Changes ~~diversity~~in ofand ~~management,~~Disagreements ~~either~~with inAccountants ~~place~~on orAccounting ~~scheduled~~and ~~for~~Financial ~~recruitment;~~Disclosure. 20

●Item ~~Capital~~9A. ~~requirements~~Controls and ~~anticipated availability of required funds from the Company, from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;~~Procedures. 20

●Item ~~The~~9B. ~~extent~~Other ~~to which the business opportunity can be advanced;~~Information 21

●PART ~~The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and~~III

●Item ~~Other~~10. ~~relevant~~Directors, ~~factors~~Executive Officers and Corporate Governance. 21

InItem applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data11. ~~Potentially~~Executive available acquisition opportunities 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. Due to the Company's lack of capital to fund the investigation, the Company may not discover or adequately evaluate adverse facts about the business to be acquired. In addition, we will be competing against other entities that possess greater financial, technical and managerial capabilities for identifying and completing business combinations. In evaluating a prospective business combination, we will conduct as extensive a due diligence review of potential targets as possible given the lack of information that may be available regarding private companies, our limited personnel and financial resources.Compensation 22

WeItem expect that our due diligence will encompass, among other things, meetings with the target business's incumbent management and inspection of its facilities, as necessary, as well as a review of financial and other information which is made available to us12. ~~This~~Security ~~due~~Ownership ~~diligence review will be conducted either by our management or by unaffiliated third parties we may engage. Our lack~~ of ~~funds~~Certain ~~and~~Beneficial ~~the~~Owners ~~lack of full-time management will likely make it impracticable to conduct a complete~~ and ~~exhaustive investigation and analysis of a target business before we consummate a business combination.~~ Management ~~decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys~~ and ~~the~~Related ~~like~~Stockholder which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors or other associated with the target business seeking our participation.Matters23

~~The~~Item ~~time~~13. ~~and~~Certain ~~costs~~Relationships ~~required to select~~ and ~~evaluate~~Related aTransactions, ~~target business~~ and toDirector ~~structure and complete a business combination cannot presently be ascertained with any degree of certainty~~Independence. ~~Any costs incurred with respect to the indemnification and evaluation of a prospective business combination that is not ultimately completed will result in a loss to us.~~ 23

~~Additionally,~~Item ~~the Company is in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination~~14. WePrincipal ~~are,~~Accounting ~~and~~Fees ~~will continue to be, an insignificant participant in the business of seeking mergers with, joint ventures with~~ and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.Services 23

~~Form~~PART ~~of Acquisition~~IV

~~The~~Item ~~manner~~15. ~~in which the Company participates in an opportunity will depend upon the nature of the opportunity~~Exhibits, ~~the~~Financial ~~respective~~Statement ~~needs and desires of the Company and the promoters of the opportunity, and the relative negotiating strength of the Company and such promoters~~Schedules. 25

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K includes “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include all statements that do not relate solely to historical or current facts, and you can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “trends,” “plans,” “estimates,” “projects” or “anticipates” or similar expressions that concern our strategy, plans, expectations or intentions. Examples of forward-looking statements include statements made with respect to our prospects for one or more future material transactions, potential sources of financing, and expenses for future periods.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

Any forward-looking statement made by us in this annual report on Form 10-K is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

PART I

Item 1. Description of Business

History

Po Yuen Cultural Holdings (Hong Kong) Co., Ltd. (“we,” “us,” “our” or the “Company”) was incorporated in the State of Nevada on May 14, 2014 under the name “WeWearables, Inc.” The Company amended its articles of incorporation to change its named to Asia Training Institute, Inc., on February 17, 2016 upon a change of control. On November 22, 2017, the Company experienced a second change of control and amended its articles of incorporation to change its name to Po Yuen Cultural Holdings (Hong Kong) Co., Ltd.

Current Operations and Strategy

The Company currently does not engage in any business operations or generate revenue from any sources. Management has determined to direct its efforts and limited resources to pursue a potential new business opportunity by way of a merger or acquisition with an unidentified company or an acquisition of assets, or other form of business combination which we refer to collectively throughout this Report as a business combination.

We anticipate that the selection of an appropriate target for a business combination will be complex and extremely risky and we cannot assure you that we will be successful in concluding a business combination or if we do, that we will be successful thereafter. Our lack of financial and personnel resources may negatively impact our ability to consummate an attractive business combination or cause us to discontinue operations before we enter such a transaction.

We do not have any specific business combination under consideration. We have not identified or been provided with the identity of, or had any direct or indirect contact with, potential targets. Additionally, we have not engaged or retained any agent or other representative to identify or locate a suitable target, although we may do so. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location.

We will not engage in any substantive commercial business until we identify a target and conclude a business combination, if ever. We may never realize any revenues or generate any income from our operations.

Entering into a business combination

General.

A business combination may involve the acquisition of, or merger with, an operating or development stage company or the acquisition of assets that we will develop into a company.

Our management has not developed a specific plan or process for identifying a business opportunity. Our business is predicated upon relationships built by management and the ongoing effort to develop new contacts through which our management may be introduced to prospective business opportunity. Moreover, given the wide-ranging variables inherent in our business, management cannot predict when we will effectuate a business combination, if ever, or the amount of capital we will require for such purpose.

Search for a target.

We are currently in the process of identifying and evaluating potential business opportunities. As described below, our management has broad discretion with respect to selecting prospective acquisition candidates. At such time as we affect a business combination, if ever, we will be impacted by numerous risks inherent in the business and operations in connection with such business. The risks attendant to such business opportunity may include risks typical of a financially unstable company or an entity in its early stage of development or growth, including entities without established records of sales or earnings. Although our management will endeavor to evaluate the risks inherent in a particular target, we cannot assure you that we will properly ascertain or assess all significant risk factors.

Sources of business opportunities.

We intend to source our target opportunities from various internal and external sources. Business opportunities may be brought to our attention from affiliated and unaffiliated sources. Our management may call upon personal contacts and relationships he and his affiliates have developed and maintain with various professionals, including accountants, consultants, bankers, attorneys and other advisors. In addition, management may initiate formal or informal inquiries or attend trade shows or conventions. In no event will any of our affiliates be paid any finder’s fee, consulting fee or other compensation prior to or for any services they render in connection with the consummation of a business combination.

Business opportunities may be brought to our attention by unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to business opportunities in which they believe we may have an interest. We may retain the services of agents or other representatives to identify or locate suitable targets on our behalf, though, to date, we have not engaged any such persons. We have not adopted any policy with respect to utilizing the services of consultants or advisors to assist in the identification of a business opportunity, the criteria to be used in selecting such consultants or advisors, the services to be provided, the term of service or the amount of fees we may pay to them. In the event that we retain the services of professional firms or other individuals that specialize in business acquisitions, we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation.

Selection criteria for a business opportunity.

We have not established any specific attributes or criteria (financial or otherwise) for prospective business opportunities. In evaluating a prospective business opportunity, our management will consider, among other factors, the following:

	financial condition and results of operation;
	growth potential;
	experience and skill of management and availability of additional personnel;
	capital requirements;
	competitive position;
	barriers to entry in the industry;
	stage of development of the products, processes or services;
	degree of current or potential market acceptance of the products, processes or services;
	proprietary features and degree of intellectual property or other protection of the products, processes or services;
	regulatory environment within the industry; and
	the costs associated with affecting the business combination with a particular business opportunity.

These criteria are not intended to be exhaustive or to in any way limit the board of director’s unrestricted discretion to enter into a business combination for any business opportunity. Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management.

Due Diligence Investigation.

In evaluating a prospective business opportunity, we will conduct as extensive a due diligence review of potential targets as possible. Our review will be constrained by our limited capital resources, lack of full-time employees and management’s inexperience in such endeavors. We may enter into a business combination with a privately-held company in its early stages of development or that has only a limited operating history on which we could base our decision. Since little public information typically is available about these companies, we will be required to rely on the ability of management to obtain adequate information to evaluate the potential risks and returns from entering into a business combination with such a company. We expect that our due diligence may include, among other things, meetings with the target business’s incumbent management, an inspection of its facilities and a review of financial and other information made available to us. This due diligence review will be conducted by our management, possibly with the assistance of our counsel, accountants or other third parties.

Our financial and personnel limitations may render it impractical for us to conduct an exhaustive investigation and analysis of a business opportunity candidate before we consummate a business combination. Management’s decisions, therefore, will likely be made without detailed feasibility studies, independent analyses and market surveys or other methodologies which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the principals, promoters, sponsors or others associated with the business opportunity seeking our participation.

It is unlikely that our management at the time of a business combination will continue in any material capacity with the Company after the consummation of a business combination, other than as stockholders.

Our assessment of a business opportunity may not be accurate. If we do not uncover all material information about a business opportunity prior to a business combination, we may not make a fully informed investment decision and we may lose money on our investment.

The time and costs required to select and evaluate a business opportunity and to structure and complete a business combination cannot presently be ascertained with any degree of certainty. Any costs we incur in furtherance of consummating a business combination that is not consummated may result in a loss to us.

Form of acquisition; Opportunity for stockholder approval.

The manner in which we participate in a business combination will depend upon, among other things, the nature of the opportunity and the respective requirements and desires of management of our Company and of the business opportunity. In addition, the structure of any business combination will be dispositive as to whether stockholder approval of the business combination is required.

It is likely we will structure a business combination as either an acquisition of the stock or assets of a target business or a merger of a target business with us or a wholly owned subsidiary we may organize to engage in the transaction. Important factors the parties will consider in structuring a business combination will be the time and cost of a particular structure and the tax treatment that the structure might receive. If the business combination is structured as an acquisition of a target business's stock or assets, our Company will not require the vote or approval of stockholders and the transaction may be accomplished in the sole determination of management. If the business combination is structured as a merger, the transaction would require the approval of the holders of a majority of the outstanding shares of our common stock which may necessitate calling a stockholders' meeting to obtain such approval and the filing of reports and documents with the SEC and state agencies. This process may result in delays and additional expenses in the consummation of a proposed transaction and afford rights to dissenting stockholders who could require us to purchase their stock for cash. In light of the above, management likely will seek to structure a business combination as an acquisition so as not to require stockholder approval. In either case, we likely will issue a significant number of shares to the parties with which we enter into a business combination and our stockholders prior to the transaction likely would hold a small minority of the outstanding shares of our common stock after giving effect to the transaction.

We will seek to structure a business combination to qualify for tax-free treatment under the Internal Revenue Code of 1986, as amended (the “Code”). In some cases, the Code mandates very specific parameters for a transaction to qualify as tax free. Depending on the circumstances of an acquisition, we may not be able to structure a transaction in the most tax advantageous manner. Further, we cannot assure you that the Internal Revenue Service or state tax authorities will agree with our tax treatment of any transaction.

It is likely that as part of a business combination, all or a majority of our Company's management at the time of the transaction will resign and new directors will be appointed without any vote by stockholders.

In view of our status as a “shell” company, any acquisition of the stock or assets of or the merger with an operating company would be deemed to be a “reverse acquisition” or “reverse merger” for accounting purposes.

We anticipate that the investigation of specific business opportunities and the negotiation, preparation and execution of relevant agreements, disclosure documents and other instruments will require significant management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for a business combination, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.

ItLack ~~is likely that the Company will acquire its participation in a business opportunity through the issuance~~ of ~~Common Stock or other securities of the Company~~diversification. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code") depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Company prior to such reorganization.

~~The~~We ~~Company~~expect ~~does~~that ~~not~~we ~~intend~~will tobe ~~supply~~able ~~disclosure~~ to ~~stockholders~~consummate ~~concerning~~ a ~~target~~business ~~company~~combination ~~prior~~with toonly ~~the~~one ~~consummation~~candidate ofgiven athat, ~~business~~among ~~combination~~other ~~transaction~~considerations, ~~unless~~we ~~required~~will bynot ~~applicable~~have ~~law~~the orresources ~~regulation.~~to Indiversify ~~the~~our ~~event~~operations. Moreover, agiven ~~proposed~~that ~~business~~we ~~combination~~likely ~~involves~~will offer a ~~change~~controlling interest in ~~majority~~our ofCompany ~~directors~~to of the ~~Company~~persons ~~without~~with ~~stockholder~~which ~~approval~~we enter into business combination in order to achieve a tax-free reorganization, the ~~Company~~dilution ~~will~~of ~~file~~interest ~~and~~to ~~provide~~present toand prospective stockholders awill ~~Schedule~~render ~~14F-1~~more than one business combination unlikely. Therefore, ~~which~~at ~~shall~~least ~~include~~initially, ~~information~~the ~~concerning~~prospects for our success may be entirely dependent upon the ~~target~~future ~~company,~~performance asof ~~required.~~a ~~The~~single ~~Company~~business and we will ~~file~~not abenefit ~~current~~from ~~report~~the onpossible ~~Form~~spreading ~~8-K,~~of asrisks ~~required,~~or ~~within~~offsetting ~~four~~of losses that business ~~days~~combinations ofwith multiple operating entities would offer. By consummating a business combination ~~which~~with ~~results~~a single entity, our lack of diversification may result in our dependency upon the ~~Company~~development ~~ceasing~~or tomarket beacceptance of a ~~shell~~single ~~company.~~or ~~Such~~limited ~~Form~~number ~~8-K~~of ~~will~~products, ~~include~~processes ~~complete~~or ~~disclosure~~services and subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the ~~target~~particular ~~company,~~industry ~~including~~in ~~audited~~which ~~financial~~we ~~statements~~may operate subsequent to a business combination.

The present stockholders of the Company may not have control of a majority of the voting securities of the Company following a reorganization transaction. As part of such a transaction, all or a majority of the Company's directors may resign and one or more new directors may be appointed without any vote by the stockholders.Competition

~~The~~We ~~Company~~expect ~~intends~~that toin ~~search~~the ~~for~~course of identifying, evaluating and selecting a business ~~combination~~opportunity, bywe ~~contacting~~may ~~various~~encounter ~~sources~~intense ~~including,~~competition ~~but~~from ~~not~~other ~~limited~~entities ~~to,~~having ~~our~~a ~~affiliates,~~business ~~lenders,~~objective ~~investment~~similar ~~banking~~to ~~firms,~~ours. These ~~private~~include ~~equity~~blank ~~funds,~~check ~~consultants~~companies ~~and~~that ~~attorneys.~~have ~~The~~raised ~~approximate~~significant ~~number~~capital through sales of ~~persons~~securities orregistered ~~entities~~under federal securities laws that ~~will~~have bea ~~contacted~~business isplan ~~unknown~~similar to ours and, ~~dependent~~consequently, onpossess ~~whether~~a ~~any~~significant ~~opportunities~~competitive ~~are~~advantage ~~presented~~over byour ~~the~~Company ~~sources~~both ~~that~~from wea ~~contact~~financial and personnel perspective. Additionally, Itwe ismay ~~anticipated~~be ~~that~~subject ~~the~~to ~~investigation~~competition offrom ~~specific~~other ~~business~~entities ~~opportunities~~having ~~and~~a ~~the~~business ~~negotiation,~~objective ~~drafting~~similar ~~and~~to ~~execution~~ours, ofincluding ~~relevant~~venture ~~agreements~~capital firms, ~~disclosure~~leveraged ~~documents~~buyout firms and ~~other~~operating ~~instruments~~businesses ~~will~~looking ~~require~~to ~~substantial~~expand ~~management~~their ~~time~~operations ~~and~~through ~~attention~~acquisitions. Many ~~and~~of ~~substantial~~these ~~cost~~entities ~~for~~are ~~accountants~~well established, ~~attorneys~~possess ~~and~~significant ~~others.~~capital, Ifmay abe ~~decision~~able isto ~~made~~offer ~~not~~securities tofor ~~participate~~which in a ~~specific~~trading ~~business~~market ~~opportunity,~~exists ~~the~~and ~~costs~~have ~~theretofore~~extensive ~~incurred~~experience inidentifying ~~the~~and ~~related~~affecting ~~investigation~~these ~~might~~types ~~not~~of bebusiness ~~recoverable.~~combinations ~~Furthermore~~directly or through affiliates. Moreover, ~~even~~nearly ifall anof ~~agreement~~these iscompetitors ~~reached~~possess ~~for~~greater ~~the~~technical, ~~participation~~personnel inand aother ~~specific~~resources ~~business~~than ~~opportunity~~us. In addition, ~~the~~we ~~failure~~will toexperience ~~consummate~~competition ~~that~~from ~~transaction~~other ~~may~~modestly ~~result~~capitalized inshell ~~the~~companies ~~loss~~that are seeking to ~~the~~enter ~~Company~~into ofbusiness ~~the~~combinations ~~related~~with ~~costs~~targets ~~incurred~~similar to those we expect to pursue.

WeIf ~~presently~~we ~~have~~succeed noin ~~employees~~affecting ~~apart~~a ~~from~~business ~~our~~combination, ~~management.~~there ~~Our~~will ~~officers~~be, ~~and directors are engaged~~ in ~~outside~~all ~~business~~likelihood, ~~activities~~intense oncompetition afrom ~~full-time~~competitors ~~basis.~~within ~~Our~~the ~~officers~~industry ~~and~~in ~~directors~~which ~~anticipate~~we ~~that they~~ will ~~devote~~operate. We ~~very~~cannot ~~limited~~currently ~~time~~apprise toyou ~~our business until the acquisition~~ of athese ~~successful~~risks ~~business~~nor ~~opportunity~~can ~~has~~we ~~been~~assure ~~identified.~~you ~~The specific amount of time~~ that, ~~management~~subsequent ~~will devote~~ to ~~the~~a ~~Company~~business ~~may vary from week to week or even day to day~~combination, ~~and~~we ~~therefore the specific amount of time that management~~ will ~~devote~~have to the ~~Company~~resources onor aability ~~weekly basis cannot be ascertained with any level of certainty. In all cases, management intends~~ to ~~spend~~compete ~~as much time as is necessary to exercise its fiduciary duties as officers and directors of the Company~~effectively.

~~Item 5. Market for Registrants' Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~Employees

~~Market~~We ~~Information~~have one executive officer who has other business interests and who is not obligated to devote any specific number of hours to our matters. He intends to devote only as much time as he deems necessary to our affairs. The amount of time our officer will devote to our affairs in any time period will vary based on whether a business opportunity has been selected for the business combination and the stage of the business combination process the Company is in. Accordingly, as management identifies suitable business opportunities, we expect that our management will spend more time investigating such business opportunity and will devote additional time and effort negotiating and processing the business combination as developments warrant. We do not intend to have any full time employees prior to the consummation of a business combination.

~~There~~Our management may engage in other business activities similar and dissimilar to those we are engaged in without any limitations or restrictions. To the extent that our management engages in such other activities, there will be possible conflicts of interest in diverting opportunities which would be appropriate for our Company to other entities or persons with which our management is noassociated ~~established~~or ~~public~~has ~~trading~~an ~~market~~interest, rather than offering such opportunities to us. Since we have not established any policy for the resolution of such a conflict, we could be adversely affected should our ~~Common~~officer/director ~~Stock~~choose to place his other business interests before ours. We cannot assure you that such potential conflicts of interest will not result in the loss of potential opportunities or that any conflict will be resolved in our favor.

~~Holders~~Ramifications of Our Blank Check Company and Shell Company Status

AsOur ofbusiness ~~June~~plan ~~27,~~is ~~2018,~~to ~~there~~seek ~~were~~new 37business ~~record~~opportunities ~~holders~~through ofa merger or acquisition with an ~~aggregate~~unidentified ofcompany ~~the~~or 1an acquisition of assets,~~412,000~~ ~~shares~~which transaction we may refer to as a business combination. Based upon our lack of ~~Common~~revenues ~~Stock~~and ~~issued~~assets and ~~outstanding.~~our unspecified business plan, under the Securities Exchange Act of

1934, as amended (the “Exchange Act”), we are deemed to be “blank check” company and a “shell company.” Our status as a blank check company and a shell company will impact our company and shareholders in many ways, some of which are described below

Blank Check Company Status and Securities Offerings

As a blank check company, any offerings of our securities under the Securities Act of 1933, as amended (the “Securities Act”), must comply with Rule 419 promulgated by the SEC under the Securities Act. Rule 419 requires that a blank check company filing a registration statement deposit the securities being offered and proceeds of the offering into an escrow or trust account pending the execution of an agreement for an acquisition or merger. In addition, an issuer is required to file a post-effective amendment to the registration statement upon the execution of an agreement for such acquisition or merger. The rule provides procedures for the release of the offering funds in conjunction with the post effective acquisition or merger. The obligations to file post-effective amendments are in addition to the obligations to file Forms 8-K to report for both the entry into a material definitive (non-ordinary course of business) agreement and the completion of the transaction. Rule 419 applies to both primary and re-sale or secondary offerings. Within five (5) days of filing a post-effective amendment setting forth the proposed terms of an acquisition, the Company must notify each investor whose shares are in escrow. Each investor then has no fewer than 20 and no greater than 45 business days to notify the Company in writing if they elect to remain an investor. A failure to reply indicates that the person has elected to not remain an investor. As all investors are allotted this second opportunity to determine to remain an investor, acquisition agreements should be conditioned upon enough funds remaining in escrow to close the transaction.

Application of Penny Stock Rules

Our common stock is a “penny stock,” as defined in Rule 3a51-1 promulgated by the SEC under the Exchange Act. The penny stock rules require a broker-dealer, among other things, prior to a transaction in penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. A broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as our common stock is subject to the penny stock rules, it may be more difficult for us and you to sell your common stock.

Shell Company Status

We are a shell company as defined in Rule 405 promulgated by the SEC under the Securities Act. A shell company is one that has no or nominal operations and either: (i) no or nominal assets; or (ii) assets consisting primarily of cash or cash equivalents. As a shell company, we are subject to various laws, regulations and restrictions, including that we will be subject to restrictions on our use of Form S-8 to register stock that we may issue to our employees and consultants and you will be subject to restrictions from relying on Rule 144 for the resale of your common stock, as described below.

Shell companies are prohibited from using Form S-8 to register securities under the Securities Act. If a company ceases to be a shell company, it may use Form S-8 sixty calendar days after the date on which it makes required filings with the SEC disclosing the cessation of its status as shell company, provided it has filed all reports and other materials required to be filed under the Exchange Act during the preceding 12 months (or for such shorter period that it has been required to file such reports and materials after the company files “Form 10 information,” which is information that a company would be required to file in a registration statement on Form 10 if it were registering a class of securities under Section 12 of the Exchange Act. This information would normally be reported on a current report on Form 8-K reporting the completion of a transaction that caused the company to cease being a Shell Company.

Rule 144 under the Act provides an exemption from the registration requirements of the Securities Act and allows the holders of restricted securities to sell their securities utilizing one of the provisions of this Rule. However,

Rule 144 specifically precludes reliance by holders of securities of shell companies such as ours or any issuer that has been at any time previously a shell company, except if the following conditions are met:

	The issuer of the securities that was formerly a shell company has ceased to be a shell company;
	The issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
	The issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and
	At least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company.

As a result of our classification as a shell company, our investors are not allowed to rely on the “safe harbor” provisions of Rule 144, promulgated pursuant to the Securities Act, so as not to be considered underwriters in connection with the sale of our securities until one year from the date that we cease to be a shell company. This will likely make it more difficult for us to attract additional capital through subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.

Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

Item 1B. Unresolved Staff Comments.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

Item 2. Properties.

We maintain our principal executive offices at Room A, 16/F, Winbase Centre, 208 Queen’s Road Central Hong Kong., where our chief executive officer maintains a business office. We use this office space free of charge. We believe that this space is sufficient for our current requirements. The Company does not own or lease any properties at this time and does not anticipate owning or leasing any properties prior to the consummation of a business combination, if ever.

Item 3. Legal Proceedings.

The Company presently is not a party to, nor is management aware of, any pending, legal proceedings to which the Company is a party or of which any of its property is the subject.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our Common Stock is not traded on any exchange but is currently available for trading in the over-the-counter market and is quoted on the OTCQB operated by the OTC Markets Group, Inc. under the symbol “POYN.” Trading in stocks quoted on the OTCQB is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations or business prospects.

Over the counter securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, these securities transactions are conducted through a telephone and computer network connecting

dealers in stocks. Over the counter issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

Trades in our common stock may be subject to Rule 15g-9 of the Exchange Act, which imposes requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker/dealers must make a special suitability determination for purchasers of the securities and receive the purchaser’s written agreement to the transaction before the sale.

The SEC also has rules that regulate broker/dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities listed on certain national exchanges, provided that the current price and volume information with respect to transactions in that security is provided by the applicable exchange or system). The penny stock rules require a broker/dealer, before effecting a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing before effecting the transaction, and must be given to the customer in writing before or with the customer’s confirmation. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for shares of our Common Stock. As a result of these rules, investors may find it difficult to sell their shares.

At June 26, 2019, there were 1,412,000 shares of common stock outstanding held by approximately 38 shareholders.

On June 26, 2019, the closing bid price per share of common stock was $1.45.

Dividends

~~The~~Holders ~~Company~~of ~~has~~common ~~not~~stock ~~paid~~are ~~any~~entitled to dividends when, as, and if declared by the Board of Directors, out of funds legally available therefore. We have never declared cash dividends toon ~~date~~its common stock and our Board of Directors does not anticipate ~~or contemplate~~ paying cash dividends in the foreseeable future. Itas isit ~~the~~intends ~~present~~to ~~intention~~retain offuture ~~management~~earnings to ~~utilize~~finance ~~all~~the ~~available~~growth ~~funds~~of ~~for~~our ~~the~~businesses. ~~development~~There are no restrictions in our articles of ~~the~~incorporation ~~Company's~~or ~~business~~bylaws that restrict us from declaring dividends.

~~Item~~Securities 7.Authorized ~~Management's~~for ~~Discussion~~Issuance ~~and~~Under ~~Analysis~~Equity ofCompensation ~~Financial Condition and Results of Operation~~Plans

~~Forward-Looking~~No ~~Statements~~equity compensation plan or agreements under which our common stock is authorized for issuance has been adopted during the fiscal year ended March 31, 2019.

~~This~~Sale ~~Annual Report on Form 10-K contains forward-looking statements within the meaning~~ of ~~Section~~Unregistered ~~27A of the~~ Securities Act and Section 21E of the Exchange Act. The words "believe," "expect," "anticipate," "project," "target," "optimistic," "intend," "aim," "will" or similar expressions are intended to identify forward-looking statements. Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. These statements are based on the beliefs of our management as well as assumptions made by and information currently available to us and reflect our current view concerning future events. As such, they are subject to risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among many others: our ability to consummate a successful business transaction; uncertainty of capital resources; the speculative nature of our business; our ability to successfully implement new strategies; the loss of key personnel; any of the factors in the "Risk Factors" section of this report; and any statements of assumptions underlying any of the foregoing. We assume no obligation and do not intend to update these forward-looking statements, except as required by law.

ByThe ~~their nature, all forward looking statements involve risk and uncertainties. All phases of the~~ Company's ~~operations~~did ~~involve~~not ~~risks~~issue ~~and~~any ~~uncertainties,~~securities ~~many~~during ~~of which are outside of~~ the ~~Company's~~twelve ~~control,~~months ~~and~~ended ~~any~~March ~~one of which~~31, ~~or a combination of which, could materially affect the Company's results of operations and whether the forward looking statements ultimately prove to be correct~~2019. ~~Actual results may differ materially from those contemplated by the forward looking statements for a number of reasons.~~

Item 6. Selected Financial Data

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

~~The~~During ~~Company~~the ~~was~~last ~~organized~~fiscal ~~as a vehicle to investigate and~~year, ifour ~~such~~management ~~investigation~~has ~~warrants,~~been ~~acquire~~engaged ain ~~target company or business seeking~~ the ~~perceived~~identification ~~advantages~~ of ~~being~~suitable aopportunities ~~publicly~~for ~~held~~a ~~corporation. Our principal~~ business ~~objective~~combination; ~~will~~however, bewe tohave ~~achieve~~not ~~long-term~~entered ~~growth~~into ~~potential~~any ~~through~~agreements aregarding ~~combination~~such ~~with~~ a ~~business~~transaction. We ~~rather~~will ~~than~~not ~~immediate~~engage in, ~~short-term~~any ~~earnings.~~substantive ~~There~~commercial ~~can~~business beactivities nounless ~~assurance~~and ~~that~~until ~~the~~we ~~Company will ever~~ consummate a business combination ~~and achieve long-term growth potential or immediate~~, ~~short-term~~which ~~earnings~~may ~~from~~never ~~any business combination the Company enters into~~occur.

~~Operating Expenses~~7

~~During~~Our ~~the~~management ~~fiscal~~has ~~years~~broad ~~ended~~discretion ~~March~~with ~~31,~~respect ~~2018~~to identifying and ~~2017~~selecting wea prospective target business. We have ~~incurred~~not ~~$38,074~~established any specific attributes or criteria (financial or otherwise) for prospective target businesses. There are numerous risks in connection with our current and $8proposed business plans,~~801~~ including that any target business that is selected may be a financially unstable company or an entity in ~~expenses,~~its ~~respectively~~early stages of development or growth, including ~~fees~~entities ~~paid~~without toestablished ~~the~~records ~~Company’s~~of Usales or earnings.S. In ~~securities~~that ~~counsel~~event, we will be subject to numerous risks inherent in the business and ~~independent~~operations ~~accounting~~of ~~firm~~financially unstable and ~~fees~~early ~~associated~~stage or potential 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 ~~SEC~~risks ~~filings~~inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

~~Going~~We ~~Concern~~may issue a significant number of shares of our common stock in connection with any business combination. The issuance of additional shares of our capital stock will significantly reduce the equity interest of our stockholders as of the date of the transaction and will likely result in the resignation or removal of our management as of the date of the transaction.

~~The~~Our management anticipates that the Company ~~does~~likely ~~not~~will ~~currently~~be ~~engage~~able into ~~any~~affect only one business ~~activities~~combination, ~~that~~due ~~provide~~primarily ~~cash~~to ~~flow~~our financial resources 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. This ~~During~~lack of diversification should be considered a substantial risk in investing in us, because it will concentrate the ~~next~~chance 12for ~~months~~our wesuccess ~~anticipate~~into ~~incurring~~a ~~costs~~single ~~related~~business and not permit us to: offset potential losses from one venture against potential gains from another.

●Management ~~filing~~anticipates that the selection of ~~Exchange~~a ~~Act~~target ~~reports,~~business and the consummation of a business combination will be complex and extremely risky and cannot assure investors that the Company ever will enter into such a transaction or that if we do consummate of a business combination that the Company will achieve long-term or immediate short-term earnings.

●Results ~~payment~~ of ~~annual corporate fees, and~~Operations

●Results ~~investigating~~of Operations during the year ended March 31, ~~analyzing~~2019 ~~and~~as ~~consummating~~compared anto ~~acquisition.~~the year ended march 31, 2018

AsDuring ofthe year ended March 31, ~~2018~~2019, the Company ~~has~~did annot ~~accumulated~~generate ~~deficit~~any revenue, had total assets of $~~293~~1,~~573.~~000, ~~Management~~incurred ~~anticipates~~operating ~~that~~expenses ~~fees~~of ~~associated~~$40,460, ~~with~~comprised ~~filing~~ of ~~Exchange~~general ~~Act~~and ~~reports~~administrative ~~including~~expenses ~~accounting~~and professional fees, and ~~legal~~suffered ~~fees~~a ~~and~~net ~~payment~~loss of ~~annual~~$40,460, ~~corporate~~as ~~fees~~compared ~~will~~to ~~not~~the ~~exceed~~year ~~$75~~ended March 31,~~000~~ ~~within~~2018 ~~next~~in 12which ~~months.~~the WeCompany dodid not ~~currently~~generate ~~intend~~any torevenue, ~~retain~~had ~~any~~no ~~entity~~assets, toincurred ~~act~~operating asexpenses aof ~~"finder"~~$38,074, tocomprised ~~identify~~of general and ~~analyze~~administrative ~~the~~expenses ~~merits~~and ofprofessional ~~potential~~fees, ~~target~~and ~~businesses~~suffered a net loss of $38,074.

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 on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management's plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances. However there is no assurance of additional funding being available.

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

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

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

The Company anticipates that the selection of a business combination will be complex and extremely risky. Our potential merger targets are firms seeking either the benefits of a business combination with an SEC reporting company and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. While a private operating company may achieve the same benefits by filing its own Exchange Act registration statement, such benefits can be achieved at a potentially faster rate with limited regulatory review through the completion of a business combination with a public reporting company. A potentially available business combination may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. The time required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty.

In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. There are numerous blank check companies that have gone public in the United States that have significant financial resources, that are seeking to carry out a business plan similar to our business plan. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors also 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.

Liquidity and Capital Resources

~~Net~~As ~~cash~~of ~~used~~March in31, ~~operating~~2019, ~~activities~~the ~~was~~Company had total assets of $381,~~691~~000, consisting of prepaid legal expenses and total current liabilities of $5868,~~145~~122, incomprising ~~the~~$49,381 ~~fiscal~~due ~~years~~to ~~ended~~a related party, $6,500 of accrued expenses and $12, 241 due to a paying agent. At March 31, 2018, the Company had no assets and ~~2017~~total current liabilities of $26,662, ~~respectively.~~comprising $17,724 due to a related party, $8,275 of accrued expenses and $663 due to a paying agent

WeAt ~~suffered~~present, ~~recurring~~the ~~losses~~Company ~~from~~has no business operations and ~~have~~no ancash ~~accumulated~~resources ~~deficit~~other ofthan ~~$293,573~~loans as ofare ~~March~~provided ~~31,~~by ~~2018~~management. ~~Currently,~~We we are adependent ~~non-operating~~upon ~~public~~interim ~~company.~~funding Weprovided ~~seek~~by ~~suitable~~management ~~candidates~~to ~~for~~pay aprofessional ~~business~~fees ~~combination~~and ~~with~~expenses. aOur ~~private~~management ~~company.~~has Inagreed ~~the~~to ~~event~~provide wefunding ~~use~~as ~~all~~may ofbe ~~our~~required ~~cash~~to ~~resources,~~pay ~~the~~for ~~shareholders~~professional ~~have~~fees ~~indicated~~and ~~their~~other ~~willingness~~administrative toexpenses ~~loan~~of usthe ~~funds~~Company atuntil the ~~prevailing~~Company ~~market~~enters ~~rate,~~into ~~assuming~~a webusiness ~~find~~combination. aThe ~~suitable~~Company ~~candidate~~would ~~for~~be unable to continue as a ~~business~~going ~~combination,~~concern ~~until~~without ~~such~~interim ~~business~~financing ~~combination~~provided isby ~~consummated~~management. ~~Even~~If ~~though~~we ~~this~~require isadditional ~~the~~financing, ~~shareholders~~we ~~current~~cannot ~~intention,~~predict ~~they~~whether ~~have~~equity ~~made~~or nodebt ~~firm~~financing ~~commitment~~will ~~and~~become itavailable isat terms acceptable to us, if at ~~their~~all. ~~sole~~The ~~discretion~~Company ~~whether~~depends orupon ~~not~~services provided by management to ~~fund~~fulfill ~~us.~~its Infiling ~~the~~obligations ~~event~~under the ~~shareholders~~Exchange doAct. ~~not~~At ~~fund us~~present, wethe ~~will~~Company ~~not~~has ~~have~~no ~~the~~financial ~~funds~~resources ~~necessary~~ to ~~operate~~pay for such services and ~~will~~may ~~have~~be required to ~~dissolve~~issue restricted shares in lieu of cash or, in the alternative, issue debt instruments evidencing financial obligations if and when they arise.

Over the next twelve months, we expect to incur costs and expenses related to:

	maintaining our corporate existence, such as annual fees due to the State of Nevada;

	filing periodic reports under the Exchange Act including filing accounting and legal fees;
	investigating and analyzing targets and possibly consummating a business combination.

These costs are difficult to quantify given the multitude of variables associated with such activities. Our ongoing expenses will result in continued net operating losses that will increase until we can consummate a business combination with a profitable target business, if ever. We estimate that these costs will be in the range of to six to eight thousand dollars per year, and that we will be able to meet these costs as necessary, to be advanced to us by management. 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, assuming we do not consummate a business combination.

The following table summarizes our cash flows for the fiscal years ended March 31, 2019 and March 31, 2018:

	Fiscal Year Ended
	March 31,	March 31,
	2019	2018
Cash flows used in operating activities	$(40,460)	$(38,691)
Cash flows from investing activities	-	-
Cash flows from by financing activities	$31,657	$38,074
Net increase (decrease) in cash and cash equivalents	-	(617)

Going Concern

Our negative working capital, continuing operating losses, failure to generate revenues and lack of operating capital create substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on its ability to obtain capital from our affiliates to fund our operations, generate cash from the sale of its securities and attain future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

Off-Balance Sheet Arrangements

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

~~Critical~~Contractual ~~Accounting Polices~~Obligations

~~See~~As ~~Note~~a 2“smaller toreporting company,” as defined by Item 10 of Regulation S-K, the ~~financial~~Company ~~statements~~is ~~for~~not arequired ~~discussion~~to onprovide ~~critical~~the ~~accounting~~information ~~policies~~required by this Item.

~~Related~~Item ~~Party~~7A. ~~Transactions~~Quantitative and Qualitative Disclosures About Market Risk.

~~See~~As ~~Note~~a 6“smaller toreporting company” as defined by Item 10 of Regulation S-K, the ~~financial~~Company ~~statements~~is ~~regarding~~not ~~related~~required ~~party~~to ~~transactions~~provide the information required by this Item.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 8. Financial Statements and Supplementary Data.

~~INDEX TO~~ FINANCIAL ~~STATEMENTS~~STATEMENT INDEX

	Page
Report of Independent Registered Public Accounting Firm	11
Report of Independent Registered Public Accounting Firm – WWC, P.C.	F-1
Audited Balance Sheets for the years ended March 31, 2019 and 2018	12
Financial Statements:
Audited Statement of Operations for the years ended March 31, 2019 and 2018	13
Balance Sheets	F-2
Audited Statement of Stockholders’ Equity for the years ended March 31, 2019 and 2018	14
Statements of Operations	F-3
Audited Statement of Cash Flows for the years ended March 31, 2019 and 2018	15
Statement of Changes in Stockholders' Deficit	F-4
Notes to Financial Statements	16-19
Statements of Cash Flows	F-5
Notes to Financial Statements	F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To:The Board of Directors and Stockholders of

The Board of Directors and Stockholders of

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

Opinion on the Financial Statements

We have audited the accompanying balance ~~sheet~~sheets of Po Yuen Cultural Holdings (Hong Kong) Co., Ltd., (the Company) as of March 31, 2019 and 2018, and the related statements of operations ~~and comprehensive income~~, ~~changes in~~ stockholders’ ~~deficiency~~equity, and cash flows for each of the years in the two-year period ended March 31, ~~2018~~2019, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2019 and 2018, and the results of its operations and its cash flows for each of the ~~year~~two years ended March 31, ~~2018~~2019, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company had incurred substantial losses during the year, and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plan in regards to these matters are described in Note 4. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ WWC, P.C.

Certified Public Accountants

~~San~~We ~~Mateo~~have served as the Company’s auditor since January 4, CA2018

~~June~~San 26Mateo, ~~2018~~California

WeJuly ~~have served as the Company’s auditor since January 4~~1, ~~2018.~~ 2019

611

Po Yuen Cultural Holdings (Hong Kong) Co., Ltd
Balance Sheets
	(Audited)	(Audited)
	March 31, 2018	March 31, 2017
	March 31, 2019	March 31, 2018
ASSETS
Current Assets:
Cash	$ -	$ ~~617~~-
Prepaid legal	-1,000	-
Total Current Assets	-1,000	~~617~~-
TOTAL ASSETS	$ -1,000	$ ~~617~~-
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities
Accrued Expenses	$ 86,~~275~~500	$ 98,~~555~~275
Due to paying agent	663	-
Due to Paying Agent	12,241	663
Due to related party	17,724	58,761
Due to Related Party	49,381	17,724
Total Current Liabilities	2668,~~662~~122	6826,~~316~~662
TOTAL LIABILITIES	2668,~~662~~122	6826,~~316~~662
Commitments and Contingencies	$ -	$ -
Shareholders' Deficit:
Common stock, $.001 par value, 500,000,000 shares authorized, 19,412,000 issued and outstanding at March 31, 2018; and 19,412,000 issued and outstanding at March 31, 2017.	19,412	19,412
Preferred stock, $.001 par value, 30,000,000 and 0 shares authorized, no shares issued and outstanding at March 31, 2019 and March 31, 2018, respectively.	-	-
Additional paid-in capital	247,499	168,387
Common stock, $.001 par value, 500,000,000 shares authorized, 19,412,000 issued, 1,412,000 and 19,412,000 outstanding at March 31, 2019; and March 31, 2018, respectively.	19,412	19,412
Accumulated deficit	(293,573)	(255,498)
Additional paid-in capital	265,498	247,498
Total Stockholders’ Deficit	(26,662)	(67,699)
Accumulated deficit	(334,032)	(293,572)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	-	$ 617
Stock held in treasury at cost; 18,000,000 and 0 shares at March 31, 2019 and March 31, 2018, respectively.	(18,000)	-
Total Stockholders’ Deficit	(67,122)	(26,662)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	1,000	-

~~The accompanying notes are an integral part of these condensed financial statements~~12

Po Yuen Cultural Holdings (Hong Kong) Co., Ltd
Statements of Operations
for the years ended March 31,
	2018	2017
Revenue	$ -	$ -
Operating Expenses:
General administrative expense	38,074	56,265
Total operating expenses	38,074	56,265
Net loss from operations	(38,074)	(56,265)
Loss before income taxes	(38,074)	(56,265)
Provision for income taxes	-	-
Net Loss	$ (38,074)	$ (56,265)
Basic and diluted loss per share	$ (0.00)	$ (0.00)
Weighted average number of common shares outstanding basic and diluted	19,412,000	19,412,000

The accompanying notes are an integral part of these financial statements.

~~The accompanying notes are an integral part of these condensed financial statements~~13

Po Yuen Cultural Holdings (Hong Kong) Co., Ltd
Statements of Operations
Statement of Stockholders Equity
for the year ended March 31,
March 31, 2018
	2019	2018
	Common Stock .001 Par
Revenue	$-	$-
Description	Shares	Amount	Additional Paid in Capital	Accumulated Deficit	Stock holders' Deficit Totals
Operating Expenses:
Balance 3/31/2015	20,412,000	$ 20,412	$ 35,788	$ (143,784)	$ (87,584)
General administrative expense	3,097	2,380
Shares returned	(1,000,000)	(1,000)	1,000
Professional fees	37,363	35,694
Contributed Capital			$ 131,599		$ 131,599
Total operating expenses	40,460	38,074
Net Profit				(55,449)	(55,449)
Net loss from operations	(40,460)	(38,074)
3/31/2016	19,412,000	19,412	168,387	(199,233)	(11,434)
Loss before income taxes	(40,460)	(38,074)
				.
Provision for income taxes	-	-
			-		-
Net Loss	$(40,460)	$(38,074)
Net Loss				(56,265)	(56,265)
Basic and diluted loss per share	$(0.03)	$(0.00)
3/31/2017	19,412,000	19,412	168,387	(255,498)	(67,699)
Weighted average number of common shares outstanding basic and diluted	1,412,000	19,412,000
				.
Forgiveness on related party debt			79,111		79,111
Net Loss				(38,074)	(38,074)
3/31/2018	19,412,000	19,412	247,498	(293,572)	(26,662)

The accompanying notes are an integral part of these ~~condensed~~ financial statements.

Po Yuen Cultural Holdings (Hong Kong) Co., Ltd
Statement of Cash Flows
for the years ended March 31,
	2018	2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (38,074)	$ (56,265)
Adjustments to reconcile net loss to net
cash used in operating activities:
Changes in operating assets and liabilities:
Accrued Expenses	(1,280)	(1,880)
Due to paying agent	663
Due to Related party		-
Net cash used in operating activities	(38,691)	(58,145)
CASH FLOWS FROM INVESTING ACTIVITIES:	-	-
CASH FLOWS FROM FINANCING ACTIVITIES:
Due to Related party	38,074	58,762
Net cash provided by financing activities	38,074	58,762
Net increase (decrease) in cash	(617)	617
Cash at beginning of period	617	-
Cash at end of period	-	$ 617
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	-	-
Cash paid for taxes	-	-

The accompanying notes are an integral part of these condensed financial statements

Po Yuen Cultural Holdings (Hong Kong) Co., Ltd
Statement of Stockholders Equity
March 31, 2019

	Common Stock .001 Par
Description	Shares	Amount	Additional Paid in Capital	Treasury Stock	Accumulated Deficit	Stock holders' Deficit Totals
March 31, 2017	19,412,000	19,412	168,387	-	(255,498)	(67,699)
					.
Forgiveness on related party debt			79,111			79,111
Net Loss					(38,074)	(38,074)
March 31, 2018	19,412,000	19,412	247,498	-	(293,572)	(26,662)
					.
Return of shares	(18,000,000)	-	18,000	(18,000)		-
			-			-
Net Loss					(40,460)	(40,460)
March 31, 2019	1,412,000	19,412	265,498	(18,000)	(334,032)	(67,122)

10The accompanying notes are an integral part of these financial statements

~~PO YUEN CULTURAL HOLDINGS (HONG KONG) CO., LTD..~~15

NOTES TO FINANCIAL STATEMENTS

Po Yuen Cultural Holdings (Hong Kong) Co., Ltd
Statement of Cash Flows
for the year ended March 31,


	2019	2018

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss	$(40,460)	$(38,074)
Adjustments to reconcile net loss to net
cash used in operating activities:
Changes in operating assets and liabilities:
Prepaid Legal	(1,000)
Accrued Expenses	(1,775)	(1,280)
Due to Paying Agent	11,578	663
Net cash used in operating activities	(31,657)	(38,691)

CASH FLOWS FROM INVESTING ACTIVITIES:	-	-

CASH FLOWS FROM FINANCING ACTIVITIES:
Due to Related Party	31,657	38,074
Net cash provided by financing activities	31,657	38,074

Net increase (decrease) in cash	-	(617)

Cash and Cash Equivalents at Beginning of Period	-	617

CASH AT END OF PERIOD	$-	$-

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$-	$-
Cash paid for taxes	$-	$-

~~FOR~~The ~~THE~~accompanying ~~PERIOD~~notes ~~ENDED~~are ~~MARCH~~an ~~31,~~integral ~~2018~~part ~~AND~~of ~~MARCH~~these ~~31,~~financial ~~2017~~statements

~~1. ORGANIZATION AND PRINCIPAL ACTIVITIES~~16

PoPO ~~Yuen~~YUEN ~~Cultural~~CULTURAL ~~Holdings~~HOLDINGS (~~Hong~~HONG ~~Kong~~KONG) CoCO., ~~Ltd~~LTD. ~~a Nevada corporation, (“ATI,” “Company,” “Registrant,” “we,” “us,” or “our”) was incorporated on May 14, 2014 under the name “WeWearables, Inc.”~~

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED MARCH 31, 2019 AND MARCH 31, 2018

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 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~~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 March 31, ~~2018~~2019, 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.

~~3. ACCRUED LIABILITIES.~~17

~~As of March 31, 2018, and March 31, 2017, the Company had $8,275 and $9,555 in accrued liabilities, respectively~~3. ~~The~~ACCRUED ~~accrued liabilities mainly consist of accrued professional fees.~~LIABILITIES

As of March 31, 2019, and March 31, 2018, the Company had $6,500 and $8,275 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 March 31, 2019, the Company had an accumulated deficit of $334,032. 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.

~~● investigating~~Currently, ~~analyzing~~our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or ~~consummating~~to anobtain ~~acquisition~~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.

AsOur ofindependent ~~March~~accountants ~~31,~~have ~~2018,~~included ~~the Company had~~ an ~~accumulated~~explanatory ~~deficit~~paragraph ofin ~~$293,573.~~their ~~Management~~opinion ~~anticipates~~on ~~that~~our ~~fees~~financial ~~associated~~statements 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~~year ~~into~~ended ~~the~~March ~~target company (including due diligence and possibly visiting the facilities) and consummating the reverse merger~~31, ~~which~~2019 ~~may~~that ~~cost~~states ~~between $125,000 to $150,000. We expect~~ that the ~~expenses~~Company’s ~~for~~lack ~~the~~of ~~next~~revenues ~~12 months~~ and ~~beyond~~financial ~~such time will be paid with amounts that may be loaned to or invested in us by our stockholders~~resources, ~~management~~among or other ~~investors.~~conditions, ~~Since~~raise wesubstantial ~~have~~doubt ~~minimal~~about ~~assets~~our ~~and~~ability ~~will~~to continue toas ~~incur losses due to the expenses associated with being~~ a ~~reporting~~going ~~company under the Exchange Act, we may cease business operations if we do not timely consummate a business combination~~concern.

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 year ended March 31, ~~2018~~2019, ~~the~~our ~~Company’s~~Director ~~former sole director, officer~~ and ~~principal stockholder~~CFO, ~~Mr.~~Peter ~~Chiang~~Tong, paid Company expenses totaling $7931,~~111~~657 from personal funds. These expenses consisted primarily of professional fees. AsThe aamount ~~condition~~due ofto ~~closing~~Mr. ~~the~~Tong ~~change~~is inunsecured, ~~control~~non-interest bearing, has no fixed term of repayment and asis ~~reported~~therefore indeemed ~~the~~payable ~~Form~~on ~~8-K~~demand. ~~filed~~As ~~October~~of 23March 31, ~~2017~~2019, the outstanding balance due to Mr. ~~Chiang~~Tong ~~released~~was ~~the~~$49,381 ~~Company~~it ~~from~~is ~~any~~unsecured, non-interest bearing, has no fixed term of repayment and ~~all~~is ~~existing~~therefore ~~claims,~~deemed ~~settled~~payable ~~various~~on demand.

1118

liabilities of the Company and indemnified Buyer and the Company from liabilities arising out of any breach of any representation, warranty, covenant or obligation of Chiang. As a result we recorded an addition to additional paid in capital of $79,111. On October 18, 2017, Peter Tong was appointed to our Board of directors. For the year ended March 31, 2018, Mr. Tong, paid Company expenses totaling $17,724 from personal funds. These expenses consisted primarily of professional fees.

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.

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.

~~Subsequently,~~On 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.

7. SUBSEQUENT EVENTS

On In ~~April~~accordance 3,with ~~2018,~~ASC ~~and as reported on Form 8K/A filed April 16~~855, ~~2018,~~ the ~~board~~Company ofhas ~~directors~~analyzed ofits Pooperations ~~Yuen~~subsequent ~~Cultural~~to ~~Holdings~~March ~~(Hong Kong) Co.~~31, ~~Ltd.~~2019 ~~(the~~to ~~“Company”), reacquired 18 million shares of~~ the ~~Company’s~~date ~~common~~these ~~stock~~financial ~~from~~statements ~~certain~~were ~~shareholders,~~issued ~~without~~and ~~consideration,~~has ~~out~~determined ofthat ~~the~~it 19does ~~million~~not ~~shares~~have ~~held~~any bymaterial ~~this~~subsequent ~~group~~events ~~immediately prior~~ to ~~returning~~disclose ~~the shares to us, as reflected~~ in ~~the~~these ~~table~~financial ~~below~~statements. ~~The shares have been returned to the Company as non-voting Treasury stock.~~

In accordance with ASC 855, the Company has analyzed its operations subsequent to March 31, 2018 through June 26, 2018 when these financial statements were issued, and has determined that it does not have any other material subsequent events to disclose in these financial statements. 19

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

~~Based~~As onof the end of the year covered by this annual report, management performed, with the participation of our Principal Executive Officer and our Principal Financial Officer, and who we refer to in this annual report as our Evaluation Officers, an evaluation of the ~~Company's~~effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the ~~Securities~~ Exchange Act. Our ofdisclosure ~~1934,~~controls asand ~~amended),~~procedures asare ofdesigned ~~March~~to 31ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, ~~2018~~processed, summarized and reported within the ~~Company's~~time ~~Chief~~periods ~~Executive~~specified ~~Officer~~in the SEC’s rules and ~~Chief~~forms, ~~Financial~~and ~~Officer~~that ~~(its~~such ~~principal~~information ~~executive~~is ~~officer~~accumulated and ~~principal~~communicated ~~financial~~to ~~and~~our ~~accounting~~management, ~~officer~~including our Evaluation Officers, ~~respectively)~~to ~~has~~allow timely decisions regarding required disclosures. Based upon that evaluation, our Evaluation Officers concluded that ~~the~~as ~~Company's~~of such date, our disclosure controls and procedures were not effective atto ensure that the information required to be disclosed by us in our reports is recorded, processed, summarized and reported within the time periods specified by the SEC as a ~~reasonable~~result ~~assurance~~of ~~level~~the weakness in our internal controls described below.

~~Limitations~~Management’s Annual Report on ~~the~~Internal ~~Effectiveness~~Control ofover ~~Controls~~Financial Reporting

AManagement is responsible for establishing and maintaining adequate internal control ~~system~~over financial reporting, no(“ICFR”) ~~matter~~as ~~how~~defined ~~well~~in ~~conceived~~Rules 13a-15(f) and ~~operated,~~15d-15(f) ~~can~~under ~~provide~~the ~~only~~Exchange ~~reasonable,~~Act. ICFR ~~not~~is ~~absolute,~~a process designed to provide reasonable assurance ~~that~~regarding the ~~objectives~~reliability of financial reporting and the ~~control~~preparation ~~system~~of ~~are~~financial ~~met~~statements in accordance with generally accepted accounting principles in the United States, or GAAP. A ~~Because~~company’s ofICFR includes those policies and procedures that: (i) pertain to the ~~inherent~~maintenance ~~limitations~~of inrecords ~~all~~that, ~~controls~~in ~~systems~~reasonable detail, noaccurately ~~evaluation~~and fairly reflect the transactions and dispositions of ~~controls~~the ~~can~~assets of the Company; (ii) provide ~~absolute~~reasonable assurance that ~~all~~transactions ~~control~~are ~~issues~~recorded ~~and~~as ~~instances~~necessary to permit preparation of ~~fraud,~~financial ifstatements ~~any,~~in ~~within~~accordance awith ~~company~~generally ~~have~~accepted ~~been~~accounting ~~detected.~~principles, ~~Our~~and ~~disclosure~~that ~~controls~~receipts and ~~procedures~~expenditures of the Company are ~~designed~~being tomade only in accordance with authorizations of management of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of ~~achieving~~unauthorized ~~its~~acquisition, ~~objectives~~use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

~~Management's~~Because ~~Report~~of onits ~~Internal~~inherent ~~Control~~limitations, ~~over~~ICFR ~~Financial~~may ~~Reporting~~not prevent or detect misstatements. Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even an effective system of ICFR will provide only reasonable assurance with respect to financial statement preparation.

~~The~~Management ~~Company's~~assessed ~~management~~the iseffectiveness ~~responsible~~of ~~for~~our ~~establishing~~ICFR ~~and maintaining adequate internal control over financial reporting~~ as ~~such~~of ~~term~~the isend ~~defined~~of inthe ~~Exchange~~period ~~Act~~covered ~~Rule~~by ~~13a-15(f).~~this ~~Internal~~report ~~control~~using ~~over~~the ~~financial~~criteria ~~reporting~~set isforth aby ~~process used to provide reasonable assurance regarding~~ the ~~reliability~~Committee of ~~financial~~Sponsoring ~~reporting~~Organizations ~~and the preparation~~ of the ~~Company's~~Treadway ~~financial~~Commission ~~statements~~(“COSO”) ~~for external reporting~~ in ~~accordance~~Internal ~~with~~Control—Integrated UFramework.S. Based ~~GAAP.~~on ~~Internal~~this ~~control~~evaluation, ~~over~~management ~~financial~~concluded ~~reporting includes policies and procedure~~ that, pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as ~~necessary to permit preparation~~ of ~~our~~March ~~financial~~31, ~~statements~~2019, ~~in accordance with U.S. GAAP; that our receipts and expenditures are being made only in accordance with~~ the ~~authorization of the~~ Company'’s ~~board~~ICFR ofwas ~~directors;~~not ~~and~~effective ~~provide~~at the reasonable assurance ~~regarding~~level ~~prevention~~because orwe ~~timely~~identified ~~detection of unauthorized acquisition, use or disposition of~~ the ~~Company's~~following ~~assets that could have a~~ material ~~effect on the Company's financial statements.~~weaknesses:

An internal control system over financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, the risk.

1.	the failure to retain sufficient qualified accounting personnel to prepare financial statements in accordance with accounting principles generally accepted in the United States (including a qualified Chief Financial Officer); and
2.	(ii) the Company’s accounting department personnel has limited knowledge and experience in U.S. GAAP.

~~Management,~~The ~~under~~foregoing ~~the~~material ~~supervision~~weaknesses ~~and~~in ~~with~~our ~~the~~ICFR ~~participation~~continue ~~of the Company's Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of the Company’s internal control over financial reporting~~ as of ~~March 31, 2018. In making this assessment, management used~~ the ~~criteria~~date ~~set forth by the Committee~~ of ~~Sponsoring Organizations of~~ the ~~Treadway~~filing ~~Commission (COSO-2013) in Internal Control Integrated Framework. Because~~ of ~~the~~this material weaknesses described in the following paragraphs, management believes that, as of March 31, 2018, the Company’s internal control over financial reporting was not effective based on those criteriareport.

~~Material~~A material weakness in ICFR is defined in Section 210.1-02(4) of Regulation S-X promulgated by the SEC as a deficiency, or combination of deficiencies, in ICFR, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in ICFR that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company's financial reporting. As a result of the material weaknesses in the Company's ICFR, there are increased risks of errors in financial reporting under current operations.

Management identified two material weaknesses in the design and operation of its internal controls: (i) the failure to retain sufficient qualified accounting personnel to prepare financial statements in accordance with accounting principles generally accepted in the United States (including a qualified Chief Financial Officer); and (ii) the Company’s accounting department personnel has limited knowledge and experience in U.S. GAAP.20

12This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report

To remediate the material weaknesses identified in internal control over financial reporting, the Company intends to: (i) hire additional personnel with sufficient knowledge and experience in U.S. GAAP; and (ii) provide ongoing training courses in U.S. GAAP to existing personnel. The Company will continue to monitor and assess our remediation initiatives to ensure that the aforementioned material weaknesses are remediated.

Changes in Internal Control over Financial Reporting

~~Other~~There ~~than~~were asno ~~described above, there have not been any~~ changes in ~~the~~our ~~Company's~~ internal ~~controls~~control over financial reporting ~~that occurred~~ during the ~~Company's fiscal~~ quarter ended March 31, ~~2018~~2019 that ~~has~~ materially affected, or isare reasonably likely to materially affect, ~~the~~our ~~Company's~~ internal control over financial reporting, which internal controls will remain deficient until such time as the Company completes a merger transaction or acquisition of an operating business at which time we expect that incoming management will be able to implement effective controls and procedures.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

~~Directors~~The ~~and~~table ~~Executive~~sets ~~Officers~~forth information as of the date of this report with respect to our management as of the date of this report:

Our directors and executive officers as of March 31, 2018 were as follows:

Name	Age	Position
Kwok Yuen Luk	42	President, Chief Executive Officer and Director
Peter Tong	67	Chief Financial Officer, Treasurer, Secretary and Director
Cheuk Yi Cheung	45	Chairman of the Board of Directors and Director
Kai Ming Tai	48	Director
Donna Fung Yee Chung	62	Director

Name	Age	Position
Kwok Yuen Luk	40	President, Director, Chief Executive Officer, Director
Peter Tong	63	Chief Financial Officer, Treasurer, Secretary and Director
Cheuk Yi Cheung	44	Chairman of the Board of Directors and Director
Kai Ming Tai	46	Director
Sai Cheung Wong	59	Director
Donna Fung Yee Chung	43	Director

Kwok Yuen Luk has served as the General Manager of Po Yuen Kok since 2007. He is responsible for implementation of the business plan of the company and the trading of auction collections. From June of 2013 to present, he has served as the General Manager of Po Yuen International Auction CO., LTD. Here, he oversees the budget of the auctions held by the company. He has been engaged in the auction industry for more than 20 years and is highly skilled at utilizing resources both internal and external, in locating target markets, and in both the planning and implementing strategies of the auctions that the company holds. His auction experience, strong social skills and leadership make him an asset to the Company and what qualifies him to serve as a member of our Board.

~~Kwok~~Peter ~~Yuen~~H. ~~Luk, age 40,~~ Tong has served as ~~the~~our ~~General~~Chief ~~Manager~~Financial ofOfficer Poand ~~Yuen~~a ~~Kok~~director ~~since~~of ~~2007.~~the HeCompany isfrom ~~responsible~~August ~~for~~3, ~~implementation~~2015 ofuntil ~~the~~June ~~business~~15, ~~plan~~2016 ofand ~~the~~has ~~company~~since ~~and~~served ~~the~~as ~~trading~~a ofdirector ~~auction~~on ~~collections.~~our ~~From~~Board ~~June~~ of ~~2013~~Directors. toSince ~~present~~May 2012, heMr. Tong has served as ~~the~~chief ~~General~~executive ~~Manager~~officer of PoTimberwood ~~Yuen~~Acquisition ~~International~~Corp., ~~Auction~~a COblank check company seeking an acquisition target. Since 2006, ~~LTD~~Mr. ~~Here,~~Tong hehas ~~oversees~~served ~~the~~as ~~budget~~an ofeconomic consultant for the ~~auctions~~Industrial ~~held~~Commercial byUnion ~~the~~for ~~company.~~Sichuan HeProvince, ~~has~~China, ~~been~~a ~~engaged~~corporate infinance ~~the~~and ~~auction~~management ~~industry~~company. ~~for~~From ~~more~~2001 ~~than~~to 202005, ~~years~~Mr. ~~and~~Tong isserved ~~highly~~as ~~skilled~~a atfinancial ~~utilizing~~consultant ~~resources~~to ~~both~~Schmidt ~~internal~~Financial ~~and~~Concept, ~~external~~an international financial management company, in ~~locating~~China. ~~target~~From ~~markets,~~1998 ~~and~~to in2001, ~~both~~Mr. ~~the~~Tong ~~planning~~served ~~and~~as ~~implementing~~chief ~~strategies~~operating officer of ~~the~~Union ~~auctions~~Charter ~~that~~Bancorp, ~~the~~a ~~company~~full-service ~~holds~~mortgage bank. ~~His~~From ~~auction~~1996 ~~experience~~to 1998, ~~strong~~Mr. ~~social~~Tong ~~skills~~served ~~and~~as ~~leadership~~executive ~~make~~vice ~~him~~president anof ~~asset~~Founders toBancorp, ~~the~~a ~~Company~~full-service ~~and~~mortgage ~~what~~bank. ~~qualifies~~From ~~him~~1992 to ~~serve~~1996, Mr. Tong served as ~~our~~senior ~~President,~~vice ~~Chief~~president ~~Executive~~of ~~Officer~~Union ~~and~~Charter ~~member~~Bancorp. ofMr. ~~our~~Tong ~~Board~~received a B.S. in Finance from Chengchi University, Taipei, Taiwan.

~~Peter~~Cheuk H.Yi ~~Tong~~Cheung has served as ~~our~~business ~~Chief~~manager ~~Executive~~for ~~Officer,~~Po ~~Interim~~Yuen ~~Chief~~Kok ~~Financial~~since ~~Officer~~2007. ~~and~~She ais ~~director~~responsible offor the ~~Company~~daily ~~from~~management ~~August~~of 3,operations ~~2015 until June 15, 2016~~ and ~~has~~supervises ~~since~~all ~~served~~major asbusiness atransactions ~~director on our Board~~ of ~~Directors.~~Po ~~Since~~Yuen ~~May 2012, Mr~~Kok. ~~Tong~~From ~~has~~1989 ~~served~~to asJune ~~chief~~1992 ~~executive~~she ~~officer~~studied ofat ~~Timberwood~~the ~~Acquisition~~Guangzhou ~~Corp.,~~Vocational aSchool ~~blank~~of ~~check~~Tourism ~~company~~and ~~seeking an acquisition target~~Business. ~~Since~~In ~~2006~~2009, ~~Mr.~~she ~~Tong~~received ~~has~~her ~~served~~Estate asAgent anLicense. ~~economic~~In ~~consultant for the Industrial Commercial Union for Sichuan Province~~2013, ~~China,~~she aestablished ~~corporate~~Po ~~finance~~Yuen ~~and~~International ~~management~~Auction ~~company~~CO. ~~From 2001 to 2005~~, MrLTD. ~~Tong~~and ~~served~~serves as aits ~~financial~~Chairman ~~consultant~~and toauthorized ~~Schmidt~~legal ~~Financial Concept, an international financial management company, in China~~representative. ~~From~~She ~~1998~~has toover ~~2001,~~ten ~~Mr.~~years ~~Tong served as chief operating officer~~ of ~~Union~~management ~~Charter~~in ~~Bancorp,~~the aauction ~~full-service~~industry ~~mortgage~~and ~~bank.~~is ~~From~~highly ~~1996~~skilled ~~to 1998, Mr. Tong served~~ as ~~executive vice president of Founders Bancorp,~~ a ~~full-service~~business ~~mortgage~~manager ~~bank.~~and ~~From~~corporate ~~1992 to 1996, Mr~~strategist. ~~Tong~~Her ~~served~~experience asand ~~senior~~skills ~~vice~~are ~~president~~what ofwe ~~Union~~believe ~~Charter~~qualifies ~~Bancorp.~~her ~~Mr.~~to ~~Tong~~be ~~received~~ a ~~B.S.~~member inof ~~Finance~~our ~~from~~Board ~~Chengchi~~of ~~University, Taipei, Taiwan~~Directors.

~~Cheuk~~Donna YiFung ~~Cheung,~~Yee ~~age~~Chung ~~44,~~ has served as ~~business~~ manager ~~for~~of PoWing ~~Yuen~~Fung ~~Kok~~Gallery since ~~2007.~~1976 ~~She is responsible for the daily management of operations~~ and ~~supervises~~Pagoda ~~all~~Gallery ~~major~~since ~~business~~1997 ~~transactions~~where ~~of Po Yuen Kok. From 1989 to June 1992~~ she studied at the Guangzhou Vocational School of Tourism and Business. In 2009, she received her Estate Agent License. In 2013, she established Po Yuen International Auction CO., LTD. and serves as its Chairman and authorized legal representative. She has over ten years of management in the auction industry and is ~~highly~~responsible ~~skilled~~for asbuying ~~a business manager~~ and ~~corporate~~selling ~~strategist.~~antiques ~~Her experience~~ and ~~skills~~identification ~~are what we believe qualifies her to be a member~~ of ~~our~~Chinese ~~Board~~ancient ~~of Directors~~porcelain.

~~On November 22, 2017, our Board unanimously approved the appointment of the following three people as members of our Board of Directors:~~21

~~Sai~~From ~~Cheung~~1970 ~~Wong,~~to ~~age~~1975 ~~59,~~she ~~serves~~studied ~~as an appraiser~~ at PoPeizhong ~~Yuen~~English ~~International~~High ~~Auction CO~~School., ~~LTD.~~We Hebelieve isher ~~responsible~~experience ~~for~~in ~~identification~~identifying ~~and~~high ~~collection~~quality ofancient ~~cultural~~porcelain ~~relics. From May of 2011 to June of 2015, he served as marketing manager of Po Yuen Kok~~ and ~~was~~studies ~~also responsible for the trading and identification of antique collections. He is experienced~~ in ~~market~~Qing ~~development,~~Dynasty ~~customer~~porcelain ~~resources~~combined ~~and~~with ~~operations~~her inextensive ~~the~~management ~~auction industry. We believe his experience~~ and ~~skills~~social ininfluence ~~the~~make ~~auction~~her ~~industry~~qualified ~~is what qualifies him~~ to ~~serve~~be as a member of our Board of Directors.

~~Donna~~Kai ~~Fung~~Ming ~~Yee~~Tai ~~Chung, age 60,~~ has served as ~~manager~~executive ofdirector ~~Wing~~and ~~Fung~~general ~~Gallery~~manager ~~since~~for ~~1976~~Hong ~~and~~Kong ~~Pagoda~~Guosong ~~Gallery~~Business Group Co., Ltd. since ~~1997~~April ~~where~~of ~~she~~2015. He is responsible for ~~buying~~wine sales in duty free stores at entry-exit ports and ~~selling~~for ~~antiques~~import and ~~identification~~export offormalities ~~Chinese~~imported ~~ancient~~into ~~porcelain~~Hong Kong or exported to China, market expansion, advertisement, sales planning, storage and logistics. From ~~1970~~September 1987 to ~~1975~~June ~~she~~of 1990, he studied at ~~Peizhong~~Zhaoqing ~~English~~Technician ~~High~~Institute. ~~School~~From April 2004 to March 2015, Mr. WeTai ~~believe~~served ~~her~~as ~~experience~~the ingeneral ~~identifying~~manager ~~high~~for ~~quality~~Hui ~~ancient~~Zhen ~~porcelain~~Tang where he was responsible for price evaluation of artwork and ~~studies~~other goods, handling formalities of imports and exports, distribution and also served as customer liaison. His experience in ~~Qing~~financial ~~Dynasty~~management ~~porcelain~~and risk analysis combined with ~~her~~industry ~~extensive~~knowledge, ~~management~~public relations and ~~social~~decision-making ~~influence~~skills ~~make~~qualifies ~~her~~him ~~qualified~~ to beserve as a member of our Board of Directors.

Kai Ming Tai, age 46, has served as executive director and general manager for Hong Kong Guosong Business Group Co., Ltd. since April of 2015. He is responsible for wine sales in duty free stores at entry-exit ports and for import and export formalities imported into Hong Kong or exported to China, market expansion, advertisement, sales planning, storage and logistics. From September 1987 to June of 1990, he studied at Zhaoqing Technician Institute. From April 2004 to March 2015, Mr. Tai served as the general manager for Hui Zhen Tang where he was responsible for price evaluation of artwork and other goods, handling formalities of imports and exports, distribution and also served as customer liaison. His experience in financial management and risk analysis combined with industry knowledge, public relations and decision-making skills qualifies him to serve as a member of our Board of Directors.

Cheuk Yi Cheung and Kwok Yuen Luk are husband and wife. Kai Ming Tai is husband of Kwok Yuen Luk’s sister. Kwok Yuen Luk and Kai Ming Tai are brother in laws.

There are no formal compensation agreements with any of our ~~new~~officers ~~Officers~~ or ~~Directors~~directors at this time.

Section 16~~(a)~~ ~~Beneficial Ownership Reporting~~ Compliance

Section 16(a) of the ~~Securities~~ Exchange Act ~~of 1934~~ requires ~~that~~ our executive officers and directors, and ~~persons~~person who own more than 10% of ~~a registered class of~~ our ~~equity~~common ~~securities,~~stock to file reports ofregarding ownership of and ~~changes~~transactions in ~~ownership~~our securities with the ~~SEC.~~Securities ~~Executive~~and ~~officers,~~Exchange ~~directors~~Commissioner and ~~greater-than-ten percent stockholders are required by SEC regulations~~ to ~~furnish~~provide us with ~~all~~copies ~~Section~~of ~~16(a)~~those ~~forms they file~~filings. Based solely on our review of the copies of the forms received by us and written representations from certain reporting persons, we believe that, during the year ended March 31, ~~2018~~2019, our executive officers, directors and greater-than-ten percent stockholders have not complied with Section 16(a) filing requirements.

~~Item~~Audit 11Committee. ~~Executive Compensation.~~

13The board of directors has not established an audit committee nor adopted an audit committee charter; rather, the entire board of directors serves the functions of an audit committee. Given the nature of the Company’s business, its limited stockholder base and current composition of management, the board of directors does not believe that the Company requires an audit committee at this time.

~~The~~Stockholder ~~following compensation discussion addresses all compensation awarded to, earned by, or paid to the Company's named executive officers~~Communications. The Company's officers and directors have not received any cash or other compensation since inception. They will not receive any compensation until the consummation of an acquisition. No compensation of any nature has been paid for on account of services rendered by a director in such capacity. Our officers and directors intend to devote very limited time to our affairs before a suitable target company is identified.

ItThe isboard ~~possible~~of ~~that,~~directors ~~after~~has ~~the~~not ~~Company~~adopted ~~successfully consummates~~ a ~~business~~process ~~combination~~for ~~with~~security anholders ~~unaffiliated~~to ~~entity,~~send ~~that~~communications ~~entity~~to ~~may~~the ~~desire~~board toof ~~employ~~directors. Given orthe ~~retain~~nature ~~members~~ of ~~our~~the ~~management~~Company’s ~~for~~business, ~~the~~its ~~purposes~~limited ofstockholder ~~providing~~base ~~services~~and tocurrent ~~the~~composition ~~surviving~~of ~~entity. However~~management, the ~~offer~~board of ~~any~~directors ~~post-transaction~~does ~~employment~~not tobelieve ~~members~~that ofthe ~~management~~Company ~~will~~requires ~~not~~a beprocess afor ~~consideration~~security inholders ~~our~~to ~~decision~~send ~~whether~~communications to ~~undertake~~the ~~any~~board ~~proposed~~of ~~transaction~~directors at this time.

NoItem ~~retirement,~~11. ~~pension,~~Executive ~~profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.~~Compensation

~~There~~Compensation ~~are~~of noExecutive ~~understandings or agreements regarding compensation our management will receive after a business combination.~~Officers

~~The~~During ~~Company~~the ~~does~~fiscal ~~not~~years ~~have~~ended aMarch ~~standing compensation committee or a committee performing similar functions~~31, ~~since~~2019 ~~the Board of Directors has determined not to compensate the officers~~ and ~~directors~~2018, ~~until such time that~~ the Company ~~completes~~did anot ~~reverse~~pay ~~merger~~any orcompensation ~~business~~to ~~combination~~any person.

~~Item~~The ~~12.~~Company ~~Security~~has ~~Ownership~~not ofadopted ~~Certain~~any ~~Beneficial~~retirement, ~~Owners~~pension, ~~and~~profit ~~Management~~sharing, ~~and~~stock ~~Related~~option ~~Stockholder~~or ~~Matters~~insurance programs or other similar programs for the benefit of its employees.

The ~~following~~Company ~~table~~does ~~sets~~not ~~forth~~have ~~information~~a ~~regarding~~compensation committee. Given the ~~beneficial~~nature ~~ownership~~of ~~based~~the onCompany’s ~~1,412,000~~business ~~shares~~and ofthe ~~our~~current ~~Common~~composition ~~Stock outstanding as~~ of ~~June 27~~management, ~~2018, based on information obtained from~~ the ~~persons~~board ~~named~~of ~~below,~~directors ~~with~~does ~~respect~~not tobelieve that the ~~beneficial~~Company ~~ownership~~requires ofa ~~shares~~compensation ofcommittee ~~our~~at ~~Common~~this ~~Stock by:~~time.

●Compensation ~~each person known by us to be the beneficial owner~~ of ~~more than 5% of our outstanding shares of Common Stock;~~Directors

~~● each of our officers and directors; and~~22

●We ~~all~~have ~~our~~no ~~officers~~arrangements ~~and~~for the remuneration of our directors, asexcept athat ~~group~~they will be entitled to receive reimbursement for actual, demonstrable out-of-pocket expenses, including travel expenses, if any, made on our behalf in the investigation of business opportunities.

~~Unless~~Item ~~otherwise~~12. ~~indicated,~~Security weOwnership ~~believe~~of ~~that~~Certain ~~all~~Beneficial ~~persons~~Owners ~~named~~and inManagement ~~the table have sole voting~~ and ~~investment~~Related ~~power~~Stockholder ~~with respect to all shares of Common Stock beneficially owned by them.~~Matters

Title of class	Name and address of beneficial owner (2)	Current Beneficial Ownership	Percent of class(1)
Common	Cheuk Yi Cheung, Director Room A, 16/F, Winbase Centre 208 Queen’s Road Central Sheung Wan, Hong Kong	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	39,000	2.7%
Common	Peter Tong, CFO, Secretary and Director 218 Tilton Ave #301, San Mateo CA 94401	70,000	5 %
	All Officers and Directors as a Group	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	30,000	2.1 %

The following table sets forth, as of the date of this report, certain information regarding beneficial ownership of our common stock by (i) each person who is known by us to beneficially own more than 5% of the outstanding shares of common stock; (ii) each of our directors and officers; and (iii) all officers and directors as a group.

~~(1)~~The ~~Applicable~~applicable ~~percentages~~percentage ~~are~~of ownership is based on 1,412,000 shares of common stock outstanding as of the date ~~hereof.~~of ~~Beneficial~~this ~~ownership~~report. The isbusiness ~~determined~~address ~~under the rules~~ of each the ~~SEC~~person ~~and~~named ~~generally~~in ~~includes~~the ~~voting~~table orbelow ~~investment~~is ~~power~~in ~~with~~care ~~respect~~of tothe ~~securities~~Company.

(2) Cheuk Yi Cheung and Kwok Yuen Luk are husband and wife. Kai Ming Tai is husband of Kwok Yuen Luk’s sister. Kwok Yuen Luk and Kai Ming Tai are brother in laws. There are no other family relationships between or among the directors or executive officers of the Company. None of the officers and directors of the Company is currently compensated for serving in any such position.

Name of Beneficial Owner	Amount of Beneficial Ownership	Percent of Outstanding Shares of Class Owned ⁽¹⁾
Officers and Directors
Cheuk Yi Cheung	861,000	61%
Kwok Yuen Luk	39,000	2.7%
Peter Tong	70,000	5%
Kai Ming Tai	-	-
Donna Fung Yee Chung	-	-
All officers and directors as a group (7 persons)	970,000	68.7%

Item 13. Certain Relationships and Related Transactions, and Director Independence.

WeRelated ~~will~~Party reimburse our officers and directors, subject to approval of the Board of Directors, for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying and investigating possible target businesses and business combinationsTransactions. There is no limit on the amount of out-of-pocket expenses reimbursable by us, which will be reviewed only by our Board of Directors or a court of competent jurisdiction if such reimbursement is challenged. Other than the reimbursable out-of pocket expenses payable to our officers and directors, no compensation or fees of any kind, including finders, consulting fees or other similar compensation, including the issuance of any securities of the Company, will be paid to our existing stockholders, officers or directors who owned our Common Stock prior to this offering, or to any of their respective affiliates prior to or with respect to an acquisition. For the year ended March 31, 2018, shareholders contributed $38,074 to pay the Company’s operating expenses.

~~Director~~During ~~Independence~~the fiscal years ended March 31, 2019 and 2018, we borrowed $31,657 and $17,724, respectively, from Peter Tong, an officer and director of the Company. These loans are not evidenced by any writing, are unsecured, non-interest bearing, have no fixed term of repayment and therefore deemed payable on demand due. As of March 31, 2019, the outstanding balance due to Mr. Tong was $49,381

~~Our~~Since ~~Common~~November ~~Stock is not quoted or listed on any national exchange or interdealer quotation system with a requirement that a majority of our Board of Directors be independent and~~2017, ~~therefore,~~ the Company ishas ~~not~~utilized ~~subject~~office tospace ~~any~~provided ~~director~~free ~~independence~~of ~~requirements.~~charge ~~Under~~by ~~Nasdaq Rule 5605(a)(2)(A), a director is not considered to be independent if he or she also is~~ an ~~executive~~ officer ~~or employee of the corporation~~. ~~Under such definition, our directors would not be considered independent directors.~~

~~Except~~Director as otherwise indicated herein, there have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 and Item 407(a) of Regulation S-KIndependence.

The Company has not established its own definition for determining whether its directors and nominees for directors are “independent” nor has it adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system. The Company’s sole director would not qualify as “independent” under any recognized definition of that term.

Item 14. Principal Accounting Fees and Services

14The following table shows the fees that were billed for the audit and other services for the fiscal years ended March 31, 2019 and 2018 provided by WWC, P.C., which we refer to as WWC:

During the fiscal year ended March 31, 2018, the firm of WWC, P.C., which we refer to as WWC was our principal accountant. During the fiscal year ended March 31, 2017, the firm of TAAD, LLP, which we refer to as TAAD, was our principal accountant. The following is a summary of fees paid or to be paid to WWC and TAAD for services rendered.

	2019		2018
Audit Fees	$	14,000	$	11,250
Audit-Related Fees		0		0
Tax Fees		0		0
All Other Fees		0		0
Total	$	14,000	$	11,250

Audit Fees. ~~Audit~~— This ~~fees~~category ~~consist~~includes the audit of ~~fees~~our ~~billed~~annual ~~for~~financial ~~professional~~statements, ~~services~~review ~~rendered~~of ~~for~~financial ~~the~~statements ~~audit~~included ofin our ~~year-end~~Quarterly ~~financial~~Reports ~~statements~~on Form 10-Q and services that are normally provided by ~~WWC~~the inindependent ~~connection~~registered ~~with~~public ~~regulatory~~accounting ~~filings.~~firm ~~We paid WWC $7000 and TAAD $ 11,250~~ in connection with ~~our~~engagements ~~audited financials~~ for ~~the~~those fiscal years. ~~ended~~This ~~March~~category ~~31, 2018 and 2017, respectively.~~

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under "Audit Fees." These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. There were no fees billed for audit-related services rendered by either WWC and TAAK during the last two fiscal years.23

~~Tax~~also ~~Fees.~~includes ~~None~~advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

~~All~~Audit-Related ~~Other~~Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” ~~None~~The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC, other accounting consulting and other audit services.

Tax Fees — This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees — This category consists of fees for other miscellaneous items.

The Board of Directors acts as the audit committee of the Company, and accordingly, all services are approved by all the members of the Board of Directors.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

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
32.2*		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

(a)Financial Statements

*The ~~Filed~~financial ~~herewith~~statements of the Company and the report of independent registered public accounting firm thereon are set forth under Part II, Item 8 of this report.

(b)Exhibits.

The following are filed as exhibits to this report:

Exhibit No.	Description
3.1.1	Amended and Restated Articles of Incorporation (1)
3.1.2	Certificate of Amendment to Amended and Restated Articles of Incorporation (2)
3.1.3	Certificate of Amendment to Amended and Restated Articles of Incorporation (2)
3.2	By-Laws (1)
14.1	Code of Ethics (1)
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (7)
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (7)
32.1*+	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (7)

(1)	Incorporated herein by reference from the Company’s Form S-1/A filed with the Securities and Exchange Commission on December 10, 2014.
(2)	Incorporated herein by reference from the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 17, 2016.
(3)	Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 24, 2017.
*	Filed herewith.

+ Pursuant to Commission Release No. 33-8238, this certification will be treated as “accompanying” this Annual Report on Form 10-K and not “filed” as part of such report for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of Section 18 of the Securities Exchange Act of 1934, as amended, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the ~~Company~~Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on July 1, 2019.

PO YUEN CULTURAL HOLDINGS (HONG KONG) CO., LTD. By: /s/ Kwok Yuen Luk ~~Name:~~ Kwok Yuen Luk ~~Title:~~ Chief Executive Officer, ~~(Principal Executive Officer) By: /s/ Peter Tong Name: Peter Tong Title: Chief Financial Officer, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)~~

~~Dated:~~In ~~June~~accordance 27with Section 13 or 15(d) of the Securities Exchange Act of 1934, ~~2018~~this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ Kwok Yuen Luk	President, Chief Executive Officer, Principal Executive Officer and Director	July 1, 2019
/s/ Peter Tong	Chief Financial Officer, Principal Financial Officer, Treasurer, Secretary and Director	July 1, 2019
/s/ Cheuk Yi Cheung	Chairman of the Board of Directors and Director	July 1, 2019
/s/ Kai Ming Tai	Director	July 1, 2019
/s/ Donna Fung Yee Chung	Director	July 1, 2019

Page 27 of 31

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