U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number: 000-54107

COLORSTARS GROUP

(Exact name of registrant as specified in its charter)

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

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

(Address of principal executive offices)

(949) 336-6161

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

As of November 5, 2019, there were 102,274,515 shares of common stock, par value $0.001, issued and outstanding.

COLORSTARS GROUP

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

TABLE OF CONTENTS

	PAGE NO.

Consolidated Balance Sheets As of September 30, 2019 (Unaudited) and December 31, 2018 (Audited)	3

Consolidated Statements of Comprehensive Loss (Unaudited) for the three months ended September 30, 2019 and 2018	4

Consolidated Statements of Comprehensive Loss (Unaudited) for the nine months ended September 30, 2019 and 2018	5

Consolidated Statement of Cash Flows (Unaudited) for the nine months ended September 30, 2019 and 2018	6

Consolidated Statements of Stockholders (Deficit) Equity (Unaudited) for the nine months ended September 30, 2019 and 2018	7

Notes to Consolidated Financial Statements (Unaudited)	8-15

COLORSTARS GROUP

CONSOLIDATED BALANCE SHEETS

September 30, 2019(Unaudited) and December 31, 2018(Audited)

(in USD)

	September 30, 2019			December 31, 2018
Assets
Current assets:
Cash and equivalents	$	7,665		$	18,054
Accounts receivable, net of allowance for doubtful accounts of $146,088 at September 30, 2019 and $148,336 at December 31, 2018		-			-
Prepaid expenses and other current assets		3,313			3,025

Total current assets		10,978			21,079

Equipment, net of accumulated depreciation		39,757			41,554
Right-of-use lease asset		50,266
Other assets		-			982

Total assets	$	101,001		$	63,615

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		3,950			20,537
Advance from shareholder		389,815			269,198
Accrued expenses- related party		5,562			5,614
Lease liabilities, current		46,399			0
Other current liabilities		149			159

Total current liabilities		445,875			295,508
Lease liability		3,867			-

Total liabilities	$	449,742		$	295,508

Commitments & Contingencies		-			-
Stockholders equity
Common Stock –Par Value $0.001 102,274,515 shares issued and outstanding, 450,000,000 shares are authorized at September 30, 2019 and December 31, 2018		102,275			102,275
Additional paid in capital		4,157,518			4,157,518
Accumulated other comprehensive income		150,943			147,185
Accumulated deficit		(4,759,477	)		(4,638,871	)

Total stockholders’ equity		(348,741	)		(231,893	)

Total liabilities and stockholders’ equity	$	101,001		$	63,615

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

COLORSTARS GROUP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

(in USD)

	Three months ended September 30,
	2019			2018

Net sales	$	-		$	-
Cost of goods sold		-			-

Gross profit		-			-
Operating expenses
Selling, general and administrative		19,899			19,450
Professional fees		11,201			61,175
Rent		11,563			-
Depreciation & Amortization		388			395

Total operating expenses		43,051			81,020

Loss from operations		(43,051	)		(81,020	)

Other expenses
Interest expense (net)		-			-
Loss on foreign exchange, net		(54	)		-

Loss before income tax		(43,105	)		(81,020	)
Income tax provision		-			-

Net loss		(43,105	)		(81,020	)

Other comprehensive gain/(loss):
Foreign currency translation gain/(loss)		463			(755	)

Comprehensive loss	$	(42,642	)	$	(81,775	)

Earnings per share attributable to common stockholders:
Basic and diluted per share	$	0.00		$	0.00

Weighted average shares outstanding:
Basic and diluted		102,274,515			102,274,515

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

COLORSTARS GROUP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

(in USD)

	Nine months ended September 30,
	2019			2018

Net sales	$	6,706		$	1,167
Cost of goods sold		-			588

Gross profit		6,706			579
Operating expenses
Selling, general and administrative		54,087			80,262
Professional fees		51,240			114,528
Rent		34,866			16,860
Depreciation & Amortization		1,170			1,311

Total operating expenses		141,363			212,961

Loss from operations		(134,657	)		(212,382	)

Other expenses
Interest expense (net)		4			(11,165	)
Loss on foreign exchange, net		(1	)		(3,935	)
Gain on forgiveness of debt		14,848			-

Loss before income tax		(119,806	)		(227,482	)
Income tax provision		(800	)		(800	)

Net loss		(120,606	)		(228,282	)

Other comprehensive gain/(loss):
Foreign currency translation gain/(loss)		3,758			6,620

Comprehensive loss	$	(116,848	)	$	(221,662	)

Earnings per share attributable to common stockholders:
Basic and diluted per share	$	0.00		$	0.00

Weighted average shares outstanding:
Basic and diluted		102,274,515			100,941,182

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

COLORSTARS GROUP

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

in USD

	For nine months ended September 30,
	2019			2018

Cash flows from operating activities
Net (loss)	$	(120,606	)	$	(228,282	)
Depreciation		1,170			1,311
Gain on forgiveness of debt		(14,848	)		-
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		695			26,047
Accounts payable		(1,741	)		49,579
Accrued expenses		(52	)		778
Receipts in advance and other current liabilities		(10	)		(199,911	)

Cash flows provided by (used for) operating activities		(135,392	)		(350,478	)

Cash flows from financing activities
Advance from shareholder		124,697			91,919
Repay advance from shareholder		-			(267,678	)
Increase (decrease) in long-term loans		-			(87,538	)
Increase (decrease) in capital		-			410,258

Cash flows provided by financing activities		124,697			146,961

Effect of exchange rate changes on cash and cash equivalents		306			7,614

Net increase (decrease) in cash and cash equivalents		(10,389	)		(195,903	)
Beginning cash and cash equivalents		18,054			359,403

Ending cash and cash equivalents	$	7,665		$	163,500

Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest	$	-		$	-
Tax paid	$	800		$	800

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

COLORSTARS GROUP

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY

(IN US$)

	Shares		Value		Additional Paid in capital		Accumulated deficit			Accumulated other comprehensive income			Total Stockholder’s equity

Balance, June 30, 2018		102,274,515	$	102,275	$	4,157,518	$	(4,451,147	)	$	147,200		$	(44,154	)
Foreign currency translation		-		-		-		-			(755	)		(755	)
Net loss		-		-		-		(81,020	)		-			(81,020	)
Balance, September 30, 2018		102,274,515	$	102,275	$	4,157,518	$	(4,532,167	)	$	146,445		$	(125,929	)

Balance, December 31, 2017		90,274,515	$	90,275	$	3,759,260	$	(4,303,885	)	$	139,825		$	(314,525	)
Capital increase		12,000,000		12,000		398,258		-			-			410,258
Foreign currency translation		-		-		-		-			6,620			6,620
Net loss		-		-		-		(228,282	)		-			(228,282	)
Balance, September 30, 2018		102,274,515	$	102,275	$	4,157,518	$	(4,532,167	)	$	146,445		$	(125,929	)

	Shares		Value		Additional Paid in capital		Accumulated deficit			Accumulated other comprehensive income		Total Stockholder’s equity

Balance, June 30, 2019		102,274,515	$	102,275	$	4,157,518	$	(4,716,372	)	$	150,480	$	(306,099	)
Foreign currency translation		-		-		-		-			463		463
Net loss		-		-		-		(43,105	)		-		(43,105	)
Balance, September 30, 2019		102,274,515	$	102,275	$	4,157,518	$	(4,759,477	)	$	150,943	$	(348,741	)

Balance, December 31, 2018		102,274,515	$	102,275	$	4,157,518	$	(4,638,871	)	$	147,185	$	(231,893	)
Foreign currency translation		-		-		-		-			3,758		3,758
Net loss		-		-		-		(120,606	)		-		(120,606	)

Balance, September 30, 2019		102,274,515	$	102,275	$	4,157,518	$	(4,759,477	)	$	150,943	$	(348,741	)

The accompanying notes are an integral part of the financial statements

COLORSTARS GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Nature of Business and Basis of Presentation

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

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

The company signed a joint venture agreement with an entity in the Kingdom of Saudi Arabia in February of 2019. According to this joint venture agreement the Company will transfer its IPs, trademarks, and technologies in LED lighting to this new joint venture company. The Company will stop the LED lighting business line and pursue other business opportunities, including solar power projects, waste-tire-to-oil systems, and LNG trading projects. There are certain conditions to be met before the Company can start the execution of this joint venture agreement. As of to date, the parties have not closed the jointure agreement due to delay in fund raising of the Saudi Arabian partners. Both parties are endeavoring to resolve this issue and trying to secure the required fund for the project.

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

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair statement of the financial position, results of operations and cash flows for the nine months ended September 30, 2019 and 2018 have been included. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for any subsequent interim period or for the year ending December 31, 2019.

The balance sheet at December 31, 2018 included herein was derived from the consolidated financial statements included in the Company’s Annual Report on Form 10-K as of that date. Accordingly, the consolidated financial statements included herein should be reviewed in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the Securities and Exchange Commission (“SEC”) on April 12, 2019.

Certain previously reported amounts have been adjusted to conform to current-period presentation, however there is no net effect to the previously-reported financial information.

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

COLORSTARS GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2 - Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has negative working capital of $434,897 and an accumulated deficit of $4,759,477 as of September 30, 2019, and it reported net losses for past two years. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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

Note 3 - Concentration of Risk

For the nine months ended September 30, 2019, products sold to largest customers accounted for approximately 54% of total revenue. No purchases occurred in this period

For the nine months ended September 30, 2018, products sold to largest customers accounted for approximately 100% of total revenue. Products purchased from largest suppliers accounted for approximately 100% of the total purchases during the nine months ended September 30, 2018.

On Feb. 26, 2019, the company signed a joint venture agreement (JVA) with an entity in the Kingdom of Saudi Arabia (KSA). According to this JVA, the company shall make transfer of its patents, trademarks, and customer list to the new joint company to be formed. The company will also help to build an electronic manufacturing plant in the KSA, and to provide training of its staff and operators for the engineering, manufacturing, and selling of LED lighting products. For the patents and trademarks granted in the JVA, the company shall be compensated with US$1.5 million dollars in cash payment. In addition, for the technology and training support, the company shall be awarded with US$2.65 million dollars in the form of shares in the new joint venture company, calculated based on fair price. The closing conditions for the cash payment and the shares granted for the joint venture company are mainly (1) government approvals for the investment in the joint venture company for both parties, (2) formation of the joint company, and (3) board approval of the joint venture company to undertake activities in the JVA. We are not sure when the Company will start the execution of the JVA and will receive the cash payment and share grants of the joint venture company. There is no consideration exchanged between the parties as of to date.

Note 4 - Long Term Investments

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

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

COLORSTARS GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Anteya Technology Corp (Anteya) is a private company incorporated in Taiwan. The equity interest held by the Company is 13.68% on September 30, 2019.

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

Note 5- Inventory

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

	September 30, 2019			December 31, 2018

Finished goods	$	764,675		$	776,441
Allowance for Inventory Valuation and Obsolescence Losses		(764,675	)		(776,441	)
Total	$	-		$	-

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

Note 6 - Income Taxes

The Company is subject to U.S. federal income tax as well as income tax in states and foreign jurisdictions(Taiwan). For the major taxing jurisdictions, the tax years 2017 through 2019 remain open for state and federal examination. The Company believes assessments, if any, would be immaterial to its consolidated financial statements. With respect to the foreign jurisdiction, the Company is no longer subject to income tax audits for the years prior to 2018 (inclusive).

COLORSTARS GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The income tax provision information is provided as follows:

	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
Component of income (loss) before income taxes:
United States	$	(9,080	)	$	(60,105	)	$	(40,423	)	$	(117,706	)
Foreign		(34,025	)		(20,915	)		(79,383	)		(109,776	)

Net loss before taxes	$	(43,105	)	$	(81,020	)	$	(119,806	)	$	(227,482	)
Provision for income taxes
Current
U.S. federal		-			-			-			-
State and local		-			-			(800	)		(800	)
Foreign		-			-			-			-
Income tax benefit(loss)	$	-		$	-		$	(800	)	$	(800	)

Given the Company’s history of operating losses, a full valuation of the deferred tax assets related to the Company’s net operating losses has been recorded, resulting in no material impact on the financial statements.

Note 7 - Geographic Information

Product revenues for the nine months ended September 30, 2019 and 2018 are as follows:

	Three months ended September 30,				Nine months ended September 30,
	2019		2018		2019		2018

Customers based in:
Europe	$	-	$	-	$	-	$	-
Asia		-		-		-		-
United States		-		-		2,186		1,167
Others		-		-		4,520		-

	$	-	$	-	$	6,706	$	1,182

Note 8 - Related Party Transactions

The Company has recorded expenses for the following related party transactions for nine months ended September 30, 2019 and 2018:

	Nine months ended September 30,
	2019		2018

Purchase from Anteya Technology Corp	$	-	$	-
Rent paid to Mr. Wei-Rur Chen		34,866		-

COLORSTARS GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

	September 30, 2019			September 30, 2018
Anteya Technology Corp
Due to affiliate (liabilities)	$	-		$	13,414
Mr. Wei-Rur Chen
Payable to Shareholder	$	(389,815	)	$	(265,923	)
Accrued expenses (wages paid to Mr. Chen)	$	4,642		$	3,577

The Company conducted business with a related party company Anteya Technology Corp. The Company owns 13.68% of the outstanding common stock of Anteya Technology Corp as of December 31, 2018. All transactions were at market-based prices. No (or very little) business activity took place between the Company and Anteya in the 2 years presented

Mr. Wei-Rur Chen made various advances to the Company as personal loan. This personal loan carried no interest and was payable upon request. For the year ended September 30, 2019, advances from Mr. Chen was $124,697. The balance of advance from Mr. Chen was $389,815 as of September 30, 2019.

Note 9 - Commitments

The Company has adopted ASC 842 during the current period, as required by GAAP, utilizing the practical expedients package resulting in a “run off” of its accounting for leases that existed prior to the effective date, given no change in lease classification.

The company leases offices in Taiwan. The main office is relocated in New Taipei City with monthly rent of NTD$120,000, and the term is from 11-7-2015 to 10-6-2020. The company rented a branch office located in Taipei City with a monthly rental of NTD$160,000 on 11-11-2017, and the term is from 12-1-2017 to 11-30-2019. However, this branch office is closed on April 10, 2018 and the lease is cancelled. The lease of the main office remains in effect. Total rent paid for nine months ended September 30, 2019 and 2018 are as listed below:

	Nine months ended September 30,
	2019		2018

Rent expenses	$	34,866	$	16,860

The following table presents our contractual obligations and commitments as of September 30, 2019:

Contractual Obligation	Less than 1 Year (US$)		1-3 years (US$)		3-5 years (US$)		After 5 years (US$)
Operating Leases		46,399		3,867		0		0
Total contractual cash obligations		46,399		3,867		0		0

Note 10 - Subsequent Events

The Company evaluated all events subsequent to September 30, 2019 through the date of the issuance of the financial statements, there are no other significant or material transactions to be reported other than the item listed below:

The Company signed a short-term loan agreement with Chailease Finance Co., Ltd on September 25, 2019 for a loan amount of NTD$2,000,000 (approximately $64,567). The loan was released to the Company on October 1, 2019 when all the conditions were met. The interest rate is about 6.8% per annum with 24 months repayment terms. Monthly repayment for the first 12 months is NTD$102,000 (US$3,293) and for the last 12 months is NTD$86,000 (US$2,776).

Overview

(a) Business Overview.

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

(b) Material Transactions During the Reporting Period.

None.

Results of Operations

Comparison of Three Months Ended September 30, 2019 to Three Months Ended September 30, 2018

Net Sales. Net sales were $0 for the three months ended September 30, 2019 and $0 for the three months ended September 30, 2018.

Cost of Goods Sold. Cost of goods sold was $0 for the three months ended September 30, 2019 and $0 for the three months ended September 30, 2018. The lack of cost of goods sold was due to the lack of net sales during such period.

Gross Profit. Gross profit was for the three months ended September 30, 2019 and $0 for the three months ended September 30, 2018. The lack of gross profit was due to the lack of net sales during such period.

Gross Profit Percentage. Gross profit percentage was 0% for the three months ended September 30, 2019 and 0% for or the three months ended September 30, 2018. This was due to the lack of net sales or gross profit during such period.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to $19,899 for the three months ended September 30, 2019 from $19,450 for the three months ended September 30, 2018. The selling, general and administrative expenses remained the same and low, due to the lack of sales activities.

Depreciation and Amortization. Depreciation and amortization decreased to $388 for the three months ended September 30, 2019 from $395 for the three months ended September 30, 2018. The decrease in depreciation and amortization was mainly due to the decrease of asset value over time.

Interest Expense. Interest expense was $0 for the three months ended September 30, 2019 and $0 for the three months ended September 30, 2018.

Net Income (loss). For the three months ended September 30, 2019, we incurred a net loss of $(43,105) as compared to a net loss of $(81,020) for the three months ended September 30, 2018. The decrease in net loss was primarily a result of lower professional fees.

Comparison of Nine Months Ended September 30, 2019 to Nine Months Ended September 30, 2018

Net Sales. Net sales increased to $6,706 for the nine months ended September 30, 2019 from $1,167 for the nine months ended September 30, 2018. The increase in sales was due to in increase in sale during the first quarter of 2019 over the first quarter of 2018.

Cost of Goods Sold. Cost of goods sold decreased to $0 for the nine months ended September 30, 2019 from $588 for the nine months ended September 30, 2018.

Gross Profit. Gross profit increased to $6,706 for the nine months ended September 30, 2019 from $579 for the nine months ended September 30, 2018. The increase in gross profit was primarily due to the increase in overall sales for the nine month period of 2019 over 2018.

Gross Profit Percentage. Gross profit percentage increased to 100% for the nine months ended September 30, 2019 from 50.38% for the nine months ended September 30, 2018. The increase in gross profit percentage was primarily due to products sold for the period in 2019 were from the inventory items which had been written-off in 2015.

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased to $54,087 for the nine months ended September 30, 2019 from $80,262 for the nine months ended September 30, 2018. The decrease in selling, general and administrative expenses is primarily due to decrease in staff head count.

Depreciation and Amortization. Depreciation and amortization decreased to $1,170 for the nine months ended September 30, 2019 from $1,311 for the nine months ended September 30, 2018. The decrease in depreciation and amortization was mainly due to some assets were of end of life value for the period.

Interest Expense. Interest expense decreased to $4 for the nine months ended September 30, 2019 from an expense of ($11,165) for the nine months ended September 30, 2018. The decrease in interest expense was due to accelerated repayment of the long-term loan.

Net Income (loss). For the nine months ended September 30, 2019, we incurred a net loss of $(120,606) as compared to a net loss of $(228,282) for the nine months ended September 30, 2018. The decrease in net loss is mainly due to a reduction of professional fees.

Financial Condition, Liquidity and Capital Resources

Our historical revenues were primarily derived from the sale of LED devices and systems. As the LED lighting business has become very competitive, the Company has been seeking for other business lines or investment opportunities.

Net cash provided by (used in) operating activities. During the nine months ended September 30, 2019, net cash used in operating activities was ($135,392) compared with $(350,478) used in operating activities for the nine months ended September 30, 2018. The cash flow used in operating activities in the nine months ended September 30, 2019 and the nine months ended September 30, 2018 was primarily the result of the Company’s operating net loss.

Net cash provided by (used in) financing activities. During the nine months ended September 30, 2019, net cash provided by financing activities was $124,697 compared with $146,961 provided by investing activities for the nine months ended September 30, 2018.

Recent Developments

There are no recent developments to report.

Inflation

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

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Related Party Transactions

The Company leases office space from Mr. Wei-Rur Chen. The Company leases office space from Mr. Wei-Rur Chen which the term for the agreement is from November 2015 to November 2020 with monthly rent of NTD$120,000 (approximately US$3,874). Rent payments were $34,866 and $0 for the nine months ended September 30, 2019 and 2018, respectively. Mr. Wei-Rur Chen owns one hundred percent (100%) interest in the lease agreement. Mr. Wei-Rur Chen is the President, Chief Executive Officer, Chief Financial Officer, and Chairman of the Board of the Company, as well as beneficial owner of more than five percent (5%) of the Company’s common stock.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures.

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

Changes in internal control over financial reporting.

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

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

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

On September 17, 2018, the U.S. Securities and Exchange Commission (“Commission”) announced the temporary suspension of trading in the securities of the Company, commencing at 9:30 a.m. EDT on September 18, 2018 and terminating at 11:59 p.m. EDT on October 1, 2018. The Commission temporarily suspended trading in the securities of the Company due to a lack of current and accurate information about the Company because it has not filed certain periodic reports with the Commission. This order was entered pursuant to Section 12(k) of the Securities Exchange Act of 1934 (“Exchange Act”) and was accompanied by an Order Instituting Administrative Proceedings and Notice of Hearing (the “Proceeding”) pursuant to Section 12(j) of the Exchange Act. The stated purpose of the order and hearing is for the Commission to determine whether it is necessary and appropriate to continue the suspension in the trading of the securities of the Company for a period not exceeding twelve months, or to revoke the registration of the Company’s securities pursuant to Section 12 of the Exchange Act. The Company filed an Answer in the Proceeding on September 26, 2018.

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

Item 1A. Risk Factors.

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

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

(a) Unregistered Sales of Equity Securities.

None.

(b) Use of Proceeds.

Not applicable.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

INDEX TO EXHIBITS

Exhibit		Description

31.1		Certification of our Chief Executive Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended

31.2		Certification of our Chief Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended

32.1		Certification of our Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

32.2		Certification of our Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

**101.INS		XBRL Instance Document

**101.SCH		XBRL Taxonomy Extension Schema Document

**101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

**101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

**101.LAB		XBRL Taxonomy Extension Label Linkbase Document

**101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*		Included in previously filed reporting documents.

**		Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

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

Dated: November 14, 2019

By:

/s/ Wei-Rur Chen

Wei-Rur Chen

President, Chief Executive Officer (Principal

Executive Officer), Chief Financial Officer

(Principal Financial Officer),

Chairman of the Board of Directors

ColorStars Group 10-Q