UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended April 30, 2016 or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________

Commission File Number: 000-52276

	American Gene Engineer Corp.
	(Exact name of registrant as specified in its charter)

Delaware	27-3983637
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

521 Fifth Avenue, Suite 1712, New York, New York 10175
(Address of principal executive offices) (Zip Code)

(212) 292-4231
(Registrant’s telephone number, including area code)

None

(Former name of Registrant)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☒

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 100,000,000 shares of common stock issued and outstanding as of June 13, 2016.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Balance Sheets as of April 30, 2016 and October 31, 2015 (Unaudited)	F - 1
Statements of Operations For the Three and Six Months Ended April 30, 2016 and 2015 (Unaudited)	F - 2
Statements of Cash Flows For the Six Months Ended April 30, 2016 and 2015 (Unaudited)	F - 3
Notes to Financial Statements (Unaudited)	F - 4
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	6
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	8
ITEM 4. CONTROLS AND PROCEDURES	8

PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	9
ITEM 1A. RISK FACTORS	9
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	9
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	9
ITEM 4. MINE SAFETY DISCLOSURES	9
ITEM 5. OTHER INFORMATION	9
ITEM 6. EXHIBITS	10
SIGNATURES	11

ITEM 1. FINANCIAL STATEMENTS

American Gene Engineer Corp.

Balance Sheets

As of April 30, 2016 and October 31, 2015

(Unaudited)

	April 30, 2016			October 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	1,483		$	9,549
Prepaid expense		1,650			3,050
Total current assets		3,133			12,599
Deposit		3,800			3,800
Total assets	$	6,933		$	16,399

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued expenses	$	11,274		$	7,616
Accounts payable – related party		1,394			1,394
Total liabilities		12,668			9,010

Stockholders’ equity:
Common stock, $0.001 par value, 200,000,000 authorized, 100,000,000 share issued and outstanding		100,000			100,000
Additional paid-in capital		215,497			180,129
Accumulated deficit		(321,232	)		(272,740	)
Total stockholders’ equity		(5,735	)		7,389
Total liabilities and stockholders’ equity		6,933			16,399

See accompanying notes to the financial statements.

F-1

American Gene Engineer Corp.

Statements of Operations

For the Three and Six Months
Ended April 30, 2016 and 2015

(Unaudited)

	Three Months Ended April 30,						Six Months Ended April 30,
	2016			2015			2016			2015
Revenue:
Revenue	$	-		$	-		$	-		$	-

Operating expenses:
General and administrative expenses		25,740			30,701			48,492			61,954
Net loss	$	(25,740	)	$	(30,701	)	$	(48,492	)	$	(61,954	)

Net loss per common share – basic and diluted		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Weighted average common shares outstanding – basic and diluted		100,000,000			100,000,000			100,000,000			100,000,000

See accompanying notes to the financial statements.

F-2

American Gene Engineer Corp.

Statements of Cash Flows

For the Six Months Ended April 30, 2016 and 2015

(Unaudited)

	April 30,			April 30,
	2016			2015
Cash flows from operating activities:
Net loss	$	(48,492	)	$	(61,954	)
Changes in operating assets and liabilities:
Prepaid expenses		1,400			-
Accounts payable and accrued expenses		3,658			(386	)
Net cash used in operating activities		(43,434	)		(62,340	)

Cash flows from financing activities:
Capital contributions from related party		35,368			38,387
Net cash provided by financing activities		35,368			38,387

Net decrease in cash and cash equivalents		(8,066	)		(23,953	)
Cash and cash equivalents, beginning of period		9,549			27,152

Cash and cash equivalents, end of period	$	1,483		$	3,199

Supplemental cash flow disclosures:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

See accompanying notes to the financial statements.

F-3

American Gene Engineer Corp.

Notes to Financial Statements

(Unaudited)

NOTE 1 – ORGANIZATION

American Gene Engineer Corp. (the "Company") was incorporated in Delaware on November 15, 2010. The Company was established to provide professional consultation for gene development, research, examination and studies.

The Company has not yet had any revenues from its planned operations.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

BASIS OF PRESENTATION

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These interim unaudited financial statements should be read in conjunction with the financial statements of the Company for the year ended October 31, 2015 and notes thereto contained in the Form 10-K filed with the SEC on February 16, 2016.

ESTIMATES AND ASSUMPTIONS

Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value.

INCOME TAXES

An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carryforwards (“NOLs”). If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.

In the event the Company is charged interest or penalties related to income tax matters, the Company would record such interest as interest expense and would record such penalties as other expense in the statement of operations. No such charges have been incurred by the Company. As of April 30, 2016, the Company has no accrued interest related to uncertain tax positions.

F-4

EARNINGS (LOSS) PER COMMON SHARE

Basic net earnings (loss) per common share are computed by dividing net earnings (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

SUBSEQUENT EVENTS

The Company has evaluated all transactions from April 30, 2016 through the financial statement issuance date for subsequent event disclosure consideration.

NEW ACCOUNTING PRONOUNCEMENTS

There were various accounting standard and interpretations issued recently, none of which are expected to have a material impact on our financial position, operations or cash flows.

NOTE 3 – GOING CONCERN

At April 30, 2016, the Company had accumulated deficit of $321,232 and no current source of revenues. The Company has suffered recurring losses from operations. The Company expects to finance its operations primarily through the contribution from its president.

There is no assurance that the Company will be able to obtain such additional capital. Additionally, no assurance can be given that any such financing, if obtained, will be adequate to meet the Company’s ultimate capital needs and to support its growth. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, the Company’s operations would be materially negatively impacted.

As a result of the above discussed conditions, there exists substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability of the recorded assets or the classification of liabilities that may be necessary should it be determined that the Company is unable to continue as a going concern.

NOTE 4 – RELATED PARTY TRANSACTIONS

During the six months period ended April 30, 2016, the Company paid salary of $1,000 to the Company’s Chief Executive Officer. As of April 30, 2016 and October 31, 2015, salary payable to the Company’s Chief Executive Officer was $1,394.

See Note 6 for contributions made by the Company’s Chief Executive Officer.

NOTE 5 – INCOME TAXES

At April 30, 2016, we had federal income tax net operating loss (“NOL”) carryforwards of approximately $321,000. The NOL carryforwards expire from fiscal year 2031 through 2035. The value of these carryforwards depends on our ability to generate taxable income. A change in ownership, as defined by federal income tax regulations, could significantly limit our ability to utilize our net operating loss carryforwards. Additionally, because federal tax laws limit the time during which the net operating loss carryforwards may be applied against future taxes, if we fail to generate taxable income prior to the expiration dates we may not be able to fully utilize the net operating loss carryforwards to reduce future income taxes. We have had cumulative losses and there is no assurance of future taxable income, therefore, valuation allowances have been recorded to fully offset the deferred tax asset at April 30, 2016 and October 31, 2015.

NOTE 6 – EQUITY

During the six months ended April 30, 2016 and 2015, the Company’s president contributed cash of $35,368 and $38,387, respectively, to the Company.

F-5

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” in our Form 10-K for the fiscal year ended October 31, 2015, that may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

In this quarterly report, unless otherwise specified, all references to “common shares” refer to the common shares of our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our”, “the Company” means American Gene Engineer Corp., unless otherwise indicated.

Corporate Overview

American Gene Engineer Corp. was incorporated in the State of Delaware on November 15, 2010. The Company has conducted virtually no business operations since inception. The Company has no full-time employees and owns no real estate or personal property. The Company was formed as a vehicle to pursue a business combination or develop our business. The Company has not conducted negotiations or entered into a letter of intent concerning any target business. The business purpose of the Company is to seek the acquisition of, or merger with, an existing company which provides genetic testing and diagnostic services. We have a minimal amount of cash. There are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such doubts identified include the fact (i) that we have not established any source of revenue to cover our operating costs; (ii) that we will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured; and (iii) that if we are unable to obtain revenue producing contracts or financing or if the revenue or financing we do obtain is insufficient to cover any operating losses we may incur, we may substantially curtail or terminate our operations.

The Company, based on our proposed business activities, is a “blank check” company. The U.S. Securities and Exchange Commission (“SEC”) defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Exchange Act of 1934, as amended (“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 Rule 12b-2 promulgated under the Exchange Act, the Company will be deemed to be 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 we are subject to those requirements.

Results of Operation

Three months ended April 30, 2016 as Compared to three months ended April 30, 2015

We have no current source of revenue since inception.

For the three months ended April 30, 2016, we incurred $25,740 in operating expenses as compared to $30,701 for the same period in 2015. Our operating expenses for the three months ended April 30, 2016 mainly included fees paid to our third party professionals, including lawyers, accountants and auditors, and rent expense. The decrease was mainly due to approximately $3,690 decrease in attorney fees.

For the three months ended April 30, 2016 and 2015 we had net losses of $25,740 and $30,701, respectively, due to the expenses as described above.

Six Months Ended April 30, 2016 as Compared to Six Months Ended April 30, 2015

We have no current source of revenue since inception.

For the six months ended April 30, 2016, we incurred $48,492 in operating expenses as compared to $61,954 for the same period in 2015. Our operating expenses for the six months ended April 30, 2016 mainly included fees paid to our third party professionals, including lawyers, accountants and auditors, and rent expense. The decrease was mainly due to approximately $11,000 decrease in attorney fees. Our attorney spent more time during the six months ended April 30, 2015 to assist us on our first 10-K filing. We also changed our attorney during our fiscal year 2015.

For the six months ended April 30, 2016 and 2015 we had net losses of $48,492 and $61,954, respectively, due to the expenses as described above.

Liquidity and Capital Resources

As of April 30, 2016, we have no current source of revenue and had cash and cash equivalents of $1,483. There is a substantial doubt regarding the Company’s ability to continue as a going concern.

Our expenses have been paid for with cash provided by our CEO and majority shareholder, Mr. Ming Lin, as well as proceeds of $100,000 received from issuance of common shares in January 2014.

Although we have minimal liabilities, our inability to generate revenue raises a substantial doubt regarding the Company’s ability to continue as a going concern.

We anticipate that in order to fund our ongoing working capital requirements, we will need to use all of the remaining cash funds as well as seeking other sources of funding. We may need to raise additional capital through loans or additional investments from our initial shareholders, officers, directors, or third parties. None of the initial shareholders, officers or directors is under any obligation to advance funds or invest in us. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of our business plan, and controlling overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These factors raise substantial doubt about our ability to continue as a going concern.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings or other relationships with entities or other persons, also known as “special purpose entities.”

Critical Accounting Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make certain 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 period. As such, in accordance with the use of accounting principles generally accepted in the United States of America, our actual realized results may differ from management’s initial estimates as reported. A summary of our significant accounting policies are detailed in the notes to the financial statements, which are an integral component of this analysis.

Significant Accounting Policies

The Company has defined a significant accounting policy as one that is both important to the portrayal of the Company’s financial condition and results of operations and requires management of the Company to make difficult, subjective or complex judgments. Estimates and assumptions about future events and their effects cannot be predicted with certainty. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments. These estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes.

We have identified the policies set forth in Note 2 to our financial statements as significant to our business operations and the understanding of our results of operations. The impact and any associated risks related to these policies on our business operations is discussed throughout Management’s Discussion and Analysis of Results of Operations and Financial Condition, where such policies affect our reported and expected financial results. In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe that the discussion set forth in Note 2 to our financial statements addresses our most significant accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require our most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934 are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our disclosure controls and procedures are also designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, to allow timely decisions regarding required disclosure. Our principal executive officer and principal financial officer have reviewed the effectiveness of our disclosure controls and procedures as of April 30, 2016 (the “Evaluation Date”) and, based on their evaluation, have concluded that the disclosure controls and procedures were not effective.

Management’s assessment identified several material weaknesses in our internal control over financial reporting. A “material weakness” is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

Our management concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following as of the Evaluation Date:

lack of a functioning audit committee due to a lack of any independent directors or outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures;

inadequate segregation of duties consistent with control objectives;

ineffective controls over period end financial disclosure and reporting processes; and

lack of accounting personnel with adequate experience and training.

Changes in internal control over financial reporting

During the three months ended April 30, 2016 there were no changes in our internal control over financial reporting identified in connection with the evaluation performed during the fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

As of the date of this filing, there have been no material changes from the risk factors disclosed in Item 1A (Risk Factors) contained in our Form 10-K for the year ended October 31, 2015, filed with the SEC on February 16, 2016. We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially affect out operations. The risks, uncertainties and other factors set forth in our Form 10-K, for the year ended October 31, 2015 filed with the SEC on February 16, 2016, may cause our actual results, performances and achievements to be materially different from those expressed or implied by our forward-looking statements. If any of these risks or events occurs, our business, financial condition or results of operations may be adversely affected.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

31.1*	Certification Statement of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification Statement of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification Statement of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification Statement of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL INSTANCE DOCUMENT
101.SCH*	XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*	XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

*filed herewith

SIGNATURES

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

	American Gene Engineer Corp.

	/s/ Ming Lin
	Ming Lin
	CEO, Principal Executive Officer, and Director
	Date: June 17, 2016


	/s/ Han-Chen Lin
	Han-Chen Lin
	CFO, Principal Accounting Officer, and Director
	Date: June 17, 2016

AMERICAN GENE ENGINEER CORP 10-Q