U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

(Amendment No. 1)

(Mark One)

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

For the quarterly period ended March 31, 2016

[  ] 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]

Check whether the registrant 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 [  ]	Accelerated Filer [  ]
Non-accelerated Filer [  ]	Smaller Reporting Company [X]

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

As of May 10, 2016, there were 67,448,890 shares of common stock, par value $0.001, issued and outstanding.

Explanatory Note:

We are filing this Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) to our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on May 23, 2016 (the “Original Form 10-Q). We are filing this Amendment No. 1 to make certain changes to the financial statements and footnotes contained in “Item 1; Financial Statements” of the Original Form 10-Q as follows: (i) correct an error in the consolidated balance sheet relating to an unrecognized shareholder loan in the amount of $20,000 to be characterized as a current liability; (ii) make certain adjustments for the recoverability of accounts receivable; (iii) make certain adjustments to the value of the Company’s inventory; (iv) make a trace-back adjustment to the loss in equity investment in its local supplier; and (v) various other corrections and changes to grammar and syntax. These changes have also resulted in changes to “Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Original Form 10-Q. This Amendment No. 1 does not reflect events occurring after the filing of the Original Form 10-Q and no attempt has been made is this Amendment No. 1 to modify or update other disclosures as presented in the Original Form 10-Q. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-Q and our filings with the SEC subsequent to the filing of the Original Form 10-Q.

COLORSTARS GROUP

FORM 10-Q

INDEX

	Page
PART I – FINANCIAL INFORMATION
Item 1 Financial Statements	4
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3 Quantitative and Qualitative Disclosures About Market Risk	18
Item 4 Controls and Procedures	18
PART II – OTHER INFORMATION
Item 1 Legal Proceedings	19
Item 1A Risk Factors	19
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3 Defaults Upon Senior Securities	19
Item 4 Mine Safety Disclosures	19
Item 5 Other Information	19
Item 6 Exhibits	20
SIGNATURES	21

3

COLORSTARS GROUP

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

TABLE OF CONTENTS

	PAGE NO.
Consolidated Balance Sheets As of March 31, 2016, and December 31, 2015 (Unaudited)	5
Consolidated Statements of Comprehensive Loss (Unaudited) for the three months ended March 31, 2016 and 2015	6
Consolidated Statement of Cash Flows (Unaudited) for the three months ended March 31, 2016 and 2015	7
Notes to Consolidated Financial Statements	8-13

4

COLORSTARS GROUP

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31, 2016			December 31, 2015
Assets
Current assets:
Cash and equivalents	$	33,547		$	24,129
Accounts receivable, net of allowance for doubtful accounts of $166,766 at March 31, 2016 and $228,134 at December 31, 2015		3,240			21,856
Prepaid expenses and other current assets		33,225			37,349
Total current assets		70,012			83,334
Equipment, net of accumulated depreciation		57,109			62,864
Other assets		13,297			15,005
Total assets	$	140,418		$	161,203
Liabilities and stockholders’ equity
Current liabilities:
Short term loan	$	525,891		$	517,600
Accounts payable
Net of due from related party of $917 at March 31, 2016		44,652			152,142
Advance from shareholder		50,000			20,000
Accrued expenses		13,154			12,997
Other current liabilities		50,662			9,060
Total current liabilities		684,359			711,799
Commitments and contingencies
Stockholders’ equity
Common Stock –Par Value $0.001 67,448,890 shares issued and outstanding, 450,000,000 shares are authorized at March 31, 2016 and December 31, 2015		67,449			67,449
Additional paid in capital		3,112,230			3,112,230
Accumulated other comprehensive income		180,412			171,537
Accumulated deficit		(3,904,032	)		(3,901,812	)
Total stockholders’ equity		(543,941	)		(550,596	)
Total liabilities and stockholders’ equity	$	140,418		$	161,203

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

5

COLORSTARS GROUP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

	Three months ended March 31,
	2016			2015
Net sales	$	122,009		$	192,945
Cost of goods sold		82,051			134,377
Gross profit		39,958			58,568
Operating expenses
Selling, general and administrative		72,815			106,503
Rent		10,842			19,973
Depreciation & Amortization		8,481			8,990
Total operating expenses		92,138			135,466
Loss from operations		(52,180	)		(76,898	)
Other income (expenses)
Interest expense (net)		(2,272	)		(3,229	)
Loss on foreign exchange, net		(11,072	)		(12,260	)
Gain on reversal of bad debts		63,304			2,550
Other, net		-			528
Loss before income tax		(2,220	)		(89,309	)
Income tax provision		-			8,343
Net loss		(2,220	)		(80,966	)
Other comprehensive loss:
Foreign currency translation gain		8,874			17,967
Comprehensive loss	$	6,654		$	(62,999	)
Earnings per share attributable to common stockholders:
Basic and diluted per share	$	0.00		$	0.00
Weighted average shares outstanding:
Basic and diluted		67,448,890			67,448,890

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

6

COLORSTARS GROUP

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	For three months ended March 31,
	2016			2015
Cash flows from operating activities
Net (loss)	$	(2,220	)	$	(80,966	)
Depreciation and amortization		8,481			8,990
Gain on reversal of bad debts		(63,304	)		(2,550	)
Changes in operating assets and liabilities:
Accounts receivable		81,920			204,327
Inventories		-			(69,363	)
Prepaid expenses and other current assets		3,935			(6,088	)
Accounts payable		(107,490	)		(63,217	)
Accrued expenses		157			(2,009	)
Receipts in advance and other current liabilities		41,602			65,508
Cash flows provided by (used for) operating activities		(36,919	)		54,632
Cash flows from investing activities
Addition to fixed assets		-			-
Cash flows used for investing activities		-			-
Cash flows from financing activities
Advance from shareholder		30,000			-
Cash flows provided by financing activities		30,000			-
Effect of exchange rate changes on cash and cash equivalents		16,337			13,964
Net increase (decrease) in cash and cash equivalents		9,418			68,596
Beginning cash and cash equivalents		24,129			75,397
Ending cash and cash equivalents	$	33,547		$	143,993
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest	$	2,272		$	3,231
Tax paid	$	-		$	-

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

7

COLORSTARS GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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.

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 three months ended March 31, 2016 and 2015 have been included. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for any subsequent interim period or for the year ending December 31, 2016.

The balance sheet at December 31, 2015 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, 2015, as filed with the Securities and Exchange Commission (“SEC”) on April 14, 2016.

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.

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 $614,347 and an accumulated deficit of $3,904,032 as of March 31, 2016, 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 need to raise additional capital from external sources or from shareholder loans to support it operation. There is no assurance that the Company will be able to obtain fund with acceptable terms.

8

COLORSTARS GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 3 - Concentration of Risk

For the three months ended March 31, 2016, products sold to largest customers accounted for approximately 64% of total revenue. Products purchased from two suppliers accounted for approximately 28% and 12% of the total purchases during the three months ended March 31, 2016.

For the three months ended March 31, 2015, products sold to largest customers accounted for approximately 44% of total revenue. Products purchased from largest suppliers accounted for approximately 74% of the total purchases during the three months ended March 31, 2015.

Note 4 - Long Term Investments

	March 31, 2016		December 31, 2015
Cost-method investment – Anteya Technology Corp
Carrying value of investment at the beginning	$	-	$	137,767
Exchange difference		-		(24,590	)
Loss on impairment of investments				(113,177	)
Carrying value at the end		-		-
Net value	$	-	$	-

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.

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 March 31, 2016.

The unaudited financial information of Anteya Technology Corp. as of March 31, 2016 and December 31, 2015 and for the three months ended March 31, 2016 and 2015 (in US dollars) are as follows:

9

COLORSTARS GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 4 - Long Term Investments (continued)

Anteya Technology was given cessation of operations from April 28, 2017. As a result, the investment was deducted by full impairment on December 31, 2015.

Fin-Core (holding roughly 57,000 shares) had no actual operating behavior and had deducted by full impairment.

	March 31, 2016		December 31, 2015
Balance sheet
Current assets	$	4,444,766	$	3,849,571
Non-current assets		870,520		723,833
Total assets		5,315,286		4,573,404
Current liabilities		2,258,306		1,361,178
Non-current liabilities		1,518,583		1,590,979
Stockholders’ equity		1,538,397		1,621,247
Total stockholders’ equity and liabilities	$	5,315,286	$	4,573,404

	Three months ended March 31,
	2016			2015
Statement of operation
Net sale	$	885,774		$	416,265
Cost of goods sold		(688,524	)		(381,758	)
Gross profit		197,250			34,507
Operating and non-operating expenses		(350,410	)		(261,906	)
Net profit (loss)	$	(153,160	)	$	(227,399	)

Note 5- Inventory

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

	March 31, 2016			December 31, 2015
Finished goods	$	746,566		$	742,003
Allowance for Inventory Valuation and Obsolescence Losses		(746,566	)		(742,003	)
Total	$	-		$	-

10

COLORSTARS GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 5- Inventory (continued)

The Company decided to shift in operational focus and that it was determined remaining inventory had little-to-no value, thus 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 2013 through 2015 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 year 2015 (inclusive).

The income tax provision information is provided as follows:

	Three months ended March 31,
	2016			2015
Component of income (loss) before income taxes:
United States	$	(14,049	)	$	(25,612	)
Foreign		11,829			(63,697	)
Net loss	$	(2,220	)	$	(89,309	)
Provision for income taxes
Current
U.S. federal		-			-
State and local		-			-
Foreign		-			8,343
Income tax benefit(loss)		-		$	8,343

Note 7 - Bank Short Term Debt

The Company signed revolving credit agreements with a lending institution. The interest rate on short-term borrowings outstanding as of March 31, 2016 is 1.80% per annum, as of December 31, 2015, interest rate is 1.94% per annum. The short term debt is secured by:

1. personal guarantee from directors

2. the realty property of spouse of directors

11

COLORSTARS GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 8 - Geographic Information

Product revenues for the three months ended March 31, 2016 and 2015 are as follows:

	Three months ended March 31,
	2016		2015
Customers based in:
Europe	$	40,708	$	82,697
Asia		1,921		6,078
United States		78,648		104,170
Others		732		-
	$	122,009	$	192,945

Note 9 - Related Party Transactions

The Company has recorded expenses for the following related party transactions for three months ended March 31, 2016 and 2015:

	Three months ended March 31,
	2016		2015
Purchase from Anteya Technology Corp	$	22,672	$	33,402
Rent paid to Mr. Wei-Rur Chen		10,842		11,446

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

	March 31, 2016			December 31, 2015
Anteya Technology Corp
Due to affiliate (liabilities)	$	(917	)	$	712
Mr. Wei-Rur Chen
Payable to Shareholder	$	(50,000	)	$	(20,000	)

The Company leases office space from Mr. Wei-Rur Chen which the term for the agreement is from November 2015 to November 2020 with amount rent of $45,000. Rent payments were $10,842 and $11,446 for the three months ended March 31, 2016 and 2015 respectively.

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 March 31, 2016. All transactions were at market-based prices.

Mr. Wei-Rur Chen made various advances to the Company. The balance of advance was $50,000 as of March 31, 2016. The advances are non-interest bearing and due on demand.

12

COLORSTARS GROUP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 10 - Commitments

The company leases offices in Taiwan under operating leases. Minimum future rental payments due under non-cancelable operating leases with remaining terms at March 31, 2016 are as follows:

For the year ended December 31,
2016	$	33,410
2017		44,546
2018		44,546
2019		44,546
2020		37,864
	$	204,912

	Three months ended March 31,
	2016		2015
Rent expenses	$	10,842	$	19,973

Note 11 - Subsequent Events

The Company evaluated all events subsequent to March 31, 2016 through the date of the issuance of the financial statements, there are no other significant or material transactions to be reported.

13

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

Forward Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes”, “project”, “expects”, “anticipates”, “estimates”, “intends”, “strategy”, “plan”, “may”, “will”, “would”, “will be”, “will continue”, “will likely result”, and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

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 are 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 ranges 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.

(b) Significant Business Transactions Overview.

On July 24, 2005, we entered into an acquisition agreement with ColorStars, Inc., a Taiwanese corporation (“ColorStars Taiwan”), pursuant to which, on February 14, 2006, the shareholders of ColorStars Taiwan were issued shares of our Company in exchange for their shares of ColorStars Taiwan. This resulted in ColorStars Taiwan becoming a wholly owned subsidiary of the Company. Specifically, for each share of common stock outstanding of ColorStars Taiwan (1,500,000 shares of ColorStars Taiwan were issued and outstanding at such time), 20 shares of our common stock were issued in exchange for each such share (the aggregate of 30,000,000 shares of our common stock).

On March 20, 2009, ColorStars Taiwan acquired 50.4% of the outstanding common shares of Fin-Core Corporation, a Taiwanese corporation (“Fin-Core”) for a cash consideration of US $468,262. This resulted in Fin-Core becoming a subsidiary of ours. The purchase price for the common shares of Fin-Core was determined through private negotiations between the parties and was not based upon any specific criteria of value. Fin-Core is principally engaged in the design and manufacturing of thermal management devices, the design and manufacturing of electrical and lighting devices and trade, and the import and export of electrical and lighting devices.

14

On July 7, 2010, ColorStars Taiwan sold 30.4% of its common shares of Fin-Core to Meiloon Industrial Co., Ltd., a publicly traded company on the Taiwan Stock Exchange, for a cash offering of US $429,000. As a result of this transaction, ColorStars Taiwan owned only 20% of the outstanding common shares of Fin-Core.

On August 5, 2009, ColorStars Taiwan acquired a 51% equity interest in Jun Yee Industrial Co., Ltd., a Taiwanese corporation (“Jun Yee”) for a cash consideration of US $536,000. The purchase price for the equity interest in Jun Yee was determined through private negotiations between the parties and was not based upon any specific criteria of value. Upon acquiring the equity interest, Jun Yee became a subsidiary of ours. The principal activity of Jun Yee is the manufacturing of LED light.

On November 26, 2010, ColorStars Taiwan entered into two related stock purchase agreements whereby ColorStars Taiwan sold all of its shares of Jun Yee common stock to Mr. Ming-Chun Tung and Ms. Ming-Fong Tung. Pursuant to the stock purchase agreement entered into with Mr. Ming-Chun Tung, ColorStars Taiwan sold 265,000 shares of its Jun Yee common stock to Mr. Ming-Chun Tung at a price per share of NTD $23 (USD $0.76) for a total purchase price of NTD $6,095,000 (USD $200,427). Furthermore, pursuant to the stock purchase agreement entered into with Ms. Ming-Fong Tung, ColorStars Taiwan sold 500,000 shares of its Jun Yee common stock to Ms. Ming-Fong Tung at a price per share of NTD $23 (USD $0.76) for a total purchase price of NTD $11,500,000 (USD $378,165). As a result of the transactions consummated above, Jun Yee is no longer our subsidiary.

In October 2011, Fin-Core decided to increase its capital by issuing 3,000,000 new shares at par value of NTD10 per share. The Company was entitled to subscribe for up to 600,000 shares for NTD 6,000,000. However, the Company chose not to participate in the subscription of any newly issued shares of Fin-Core. As a result, on November 4, 2011, the Company’s equity interest in Fin-Core decreased to 11.43% from 20% after issuance of 3,000,000 new shares.

On Dec. 20, 2012, Fin-Core Corporation decreased its total shares from 7,000,000 to 500,000. The Company’s invested cost and percentage of shareholding were unchanged after the share consolidation. The Company held 57,143 shares in Fin-Core after the consolidation.

On December 28, 2012, Fin-Core increased its total shares to 1,100,000 shares with a new capital injection. The Company decided to not participate in the new share subscription and kept its total shares at 57,143. As a result, on December 31, 2012, the Company’s equity interest in Fin-Core decreased to 5.19%. As a result of the consolidation and subsequent increase in outstanding shares, Fin-Core is no longer deemed our subsidiary.

In 2004, ColorStars, Inc. based in Taiwan acquired 20% of the outstanding common shares of Anteya Technology Corporation. Anteya provides the OEM service to us for the TRISTAR, EZSTAR, R4, LUXMAN, and HB series of product lines. On August 16, 2012, Anteya increased its share capital from 5,000,000 shares to 6,500,000 shares, and we subscribed for 300,000 additional shares at par value. The Company now holds a total of 1,300,000 shares in Anteya representing a total investment of NTD $27,304,000 (USD $910,492). The Company did not subscribe additional shares in Anteya when Anteya increased its outstanding shares from 6,500,000 shares to 7,500,000 shares. As a result, the Company’s equity position in Anteya decreased from 20% to 17.33%.

On October 13, 2008 we acquired 2,800 shares in a German company, Phocos AG. On May 27, 2013, the Company sold its 2,800 shares of Phocos AG to MUUS Horizen Fund 1, LP for $30 EU per share ($84,000 EU in total). The Company has no remaining stake in Phocos AG.

(c) Material Transactions During the Reporting Period.

None.

15

Results of Operations

Comparison of Three Months Ended March 31, 2016 to Three Months Ended March 31, 2015

Net Sales. Net sales decreased to $122,009 for the three months ended March 31, 2016, from $192,945 for the three months ended March 31, 2015. The decrease in sales was due to global competition and lack of new products launching this period.

Cost of Goods Sold. Cost of goods sold decreased to $82,051 for the three months ended March 31, 2016 from $134,377 for the three months ended March 31, 2015. The decrease in cost of goods sold was primarily due to the decrease in overall sales.

Gross Profit. Gross profit decreased to $39,958 for the three months ended March 31, 2016 from $58,568 for the three months ended March 31, 2015. The decrease in gross profit was primarily due to improved operating efficiencies.

Gross Profit Percentage. Gross profit percentage increased to 32.75% for the three months ended March 31, 2016 from 30.35% for the three months ended March 31, 2015. The increase in gross profit percentage was primarily due to high profit items movement during the period.

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased to $108,004 for the three months ended March 31, 2016 from $132,916 for the three months ended March 31, 2015. The decrease in selling, general and administrative expenses is primarily related to closing the California sales office. 

Research and Development Expenses. Research and development (R&D) expenses remained constant at $0 for the three months ended March 31, 2016 as compared to $0 for the three months ended March 31, 2015. The lack of research and development expenditure was due to overall lack of profitability.

Depreciation and Amortization. Depreciation and amortization decreased to $8,481 for the three months ended March 31, 2016 from $8,990 for the three months ended March 31, 2015. The decrease in depreciation and amortization was mainly due to the decrease of asset values over time.

Interest Expense. Interest expense decreased to $2,272 for the three months ended March 31, 2016 from $3,229 for the three months ended March 31, 2015. The increase in interest expense was due to foreign exchange conversion and lower interest rate for the period.

Net Income (loss). For the three months ended March 31, 2016, we incurred a net loss of $(2,220) as compared to a net loss of $(80,966) for the three months ended March 31, 2015. The net loss was primarily a result of less revenue for the period along with the profit margin not being enough to cover the operating cost.

16

Financial Condition, Liquidity and Capital Resources

Our revenues are primarily derived from the sale of LED devices and systems. Although our financial results are mainly dependent on sales, general and administrative, compensation and other operating expenses, our financial results have also been dependent on the level of market adoption of LED technology as well as general economic conditions.

Lighting products remained relatively static for 50 years until recently, when lighting became one of the last major markets to be transformed substantially by new technology. Because LED technology remains an emerging and expensive technology that has only recently become more economically viable, market adoption has been slow. Given the recent economic downturn, liquidity has been constrained forcing institutions and individuals to substantially reduce capital spending to focus only on critical path expenditures. LED lighting products have been a discretionary rather than mandatory investment, and as a result, sales of our devices and systems have been negatively impacted. We believe that as the global economy grows and provides institutions and individuals with greater liquidity, sales of our devices and systems will increase.

Increased market awareness of the benefits of LED lighting, increasing energy prices and the social movement influencing individuals and institutions towards greater investment in energy-efficient products and services will have, we believe, an increasingly positive impact on our sales in the future. Additionally, we intend to utilize our strategic partnerships to help us reduce the component and production costs of our devices and systems in order to offer them at competitive prices. Further, we believe our ability to provide attractive financing options to our clients with respect to the purchase of our devices and systems will positively affect our sales.

Net cash provided by (used in) operating activities. During the three months ended March 31, 2016, net cash provided in operating activities was $(36,657) compared with $54,632 used in operating activities for the three months ended March 31, 2015. The cash flow provided in operating activities in the three months ended March 31, 2016 was primarily the result of the Company’s increase in accounts payable payments and operating net loss. The cash flow used in operating activities in the three months ended March 31, 2015 was primarily the result of the Company incurring a net loss, an increase of accounts receivables and a decrease in account payables

Net cash provided by (used in) investing activities. During the three months ended March 31, 2016, net cash used in investing activities was $-0- compared with $-0- used in investing activities for the three months ended March 31, 2015.

Net cash provided by (used in) financing activities. During the three months ended March 31, 2016, net cash used in financing activities was $-0- compared with $-0- used in investing activities for the three months ended March 31, 2015.

As of the quarter ending March 31, 2016, we anticipate that our available cash and cash resources from expected revenues will be sufficient to meet our anticipated working capital and capital expenditure requirements for at least the next twelve months.

As of the quarter ending March 31, 2016, we have an outstanding short-term loan with Bank SinoPac of Taiwan. We entered into one written, short-term loan agreements with this bank on February 24, 2016. The loan is secured by real property of Tsui-Ling Lee, spouse of Wei-Rur Chen, our president and CEO. The terms of the loan agreement is described in further detail in the chart below:

Lender	Borrower	Loan Amount	Term	Interest Rate
Bank SinoPac of Taiwan	ColorStars, Inc.	Seventeen Million New Taiwan Dollars (NTD $17,000,000)(1)	February 24, 2016 to August 23, 2016	Fixed at 1.80% per annum

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(1) NTD $17,000,000 is approximately USD $525,891.00

Our continued existence is dependent upon several factors, including increased sales volumes, collection of existing receivables and the ability to achieve profitability from the sale of our products. In order to increase our cash flow, we are continuing our efforts to stimulate sales.

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 term for the lease agreement is from November 2010 to November 2015. During the three months ended March 31, 2016, the Company paid USD $11,148 in rent pursuant to this lease agreement. 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.

The Company also 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 March 31, 2016. All transactions were at market-based prices.

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 ineffective as of that date.

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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.

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.

(c) Purchases by the Issuer and Affiliated Purchasers of Equity Securities.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

INDEX TO EXHIBITS

Exhibit	Description
*2.1	Stock Purchase Agreement entered into between ColorStars, Inc. and Hsien-Chang Lu on March 20, 2009
*2.2	Stock Purchase Agreement entered into between ColorStars, Inc. and Tsui-Ling Lee on March 20, 2009
*2.3	Stock Purchase Agreement entered into between ColorStars, Inc. and Ya-Yun Cheng on March 20, 2009
*2.4	Stock Purchase Agreement entered into between ColorStars, Inc. and Wei-Rur Chen on March 20, 2009
*2.5	Stock Purchase Agreement entered into between ColorStars, Inc. and Ming-Chun Tung on August 5, 2009
*2.6	Stock Purchase Agreement entered into between ColorStars, Inc. and Ming-Fong Tung on August 5, 2009
*3.1	Articles of Incorporation
*3.2	By-laws
*10.1	English Summary of Loan Agreement entered into between ColorStars, Inc. and Bank SinoPac on October 25, 2013
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.

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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: May 31, 2018	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

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