TRENDMAKER INC. LTD. - Quarter Report: 2016 April (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x QUARTERLY REPORT PURSUANT TO 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: 333-200624

 

TRENDMAKER, INC LIMITED

(Exact name of registrant as specified in its charter)

 

Nevada		46-3505091
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

600 North Bridge Rd #12-02/03 Parkview Square Singapore		18878
(Address of principal executive offices)		(Zip Code)

 

919-633-2488

(Registrant’s telephone number, including area code)

 

n/a

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

 

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

 

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 x 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 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	¨	Smaller Reporting Company	x
(Do not check if a 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 x

 

As of October 25, 2016, there were 13,370,000 shares, $0.0001 par value per share, of common stock outstanding.

 

 

 

TRENDMAKER, INC LIMITED

Quarterly Report on Form 10-Q for the

Period Ended April 30, 2016

 

INDEX

 

PART I— FINANCIAL INFORMATION
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Control and Procedures	15
PART II— OTHER INFORMATION
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	17
SIGNATURES		18

 

 

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

 

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

 

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management, any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

 

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

 

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

 

CERTAIN TERMS USED IN THIS REPORT

 

When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Nuts and Bolts International, Inc. “SEC” refers to the Securities and Exchange Commission.

 

Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

Trendmaker, Inc. Limited

(F/K/A Nuts and  Bolts International, Inc. & Subsidiary)

FINANCIAL STATEMENTS

(UNAUDITED)

April 30, 2016

The financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted.  However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made.  These financial statements should be read in conjunction with the accompanying notes, and with the historical financial information of the Company.

TRENDMAKER, INC., LIMITED
(F/KA/ NUTS AND BOLTS INTERNATIONAL, INC. & SUBSIDIARY)
Condensed Consolidated Statements of Cash Flows
(Unaudited)
	For the Nine Months Ended April 30, 2016	For the Nine Months Ended April 30,  2015
Cash Flows From Operating Activities:
Net Loss	$ (110,304)	$ (112,031)
Adjustments to reconcile net loss to net cash used in operations
Depreciation	90	134
In kind contribution of services	10,400	6,400
Impairment Loss	536	-
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expenses	(19,115)	15,827
Net Cash Used In Operating Activities	(118,393)	(89,670)
Cash Flows From Financing Activities:
Contribution of capital by prior shareholders	94,907
Proceeds from loan payable- related party	5,000	-
Repayment of loan payable	-	(1,129)
Proceeds from issuance of common stock, net of offering costs	10,000	-
Net Cash Provided by (Used in) Financing Activities	109,907	(1,129)
Net Decrease in Cash	(8, 486)	(90,799)
Cash at Beginning of Period	8,491	108,326
Cash at End of Period	$ 5	$ 17,527
Supplemental disclosure of cash flow information:
Cash paid for interest	$ -	$ -
Cash paid for taxes	$ -	$ -
Supplemental disclosure of non-cash investing and financing activities: On February 29, 2016, the Company's former principal stockholder forgave loans of $100 upon completion of the change in control.

	NOTE 1	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

 

(A) Basis of Presentation

The accompanying condensed consolidated unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

 

It is management’s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

 

Nuts and Bolts International, Inc. (the "Company") was incorporated under the laws of the State of Nevada on August 21, 2013 to create and publish electronic non-fiction multimedia books for the hobby and do-it-yourself consumer markets (“eBooks”) through the internet. It’s eBook publishing operations were conducted through it’s wholly-owned subsidiary, Nuts and Bolts Publishing, LLC, which was organized under the laws of the State of North Carolina on August 22, 2013.

Effective as of February 29, 2016, the Company had a change of control as a result of the sale of it’s previous controlling shareholder of 10,000,000 shares of it’s common stock, representing approximately 76.5% of the Company’s issued and outstanding common stock.  Following the change of control, the Company has retained ownership of it’s wholly-owned subsidiary, Nuts and Bolts Publishing, LLC, but has discontinued the eBook publishing operations previously carried on through that subsidiary.  

Following the change of control, the Company is now engaged in the business of providing management and consulting services to Trendmaker Private Limited, a Singapore entity whose subsidiaries include PhytoScience Sdn Bnd (a Malaysia entity), and PhtyoScience Private Limited Company (an Indian entity). Through its subsidiaries, Trendmaker Private Limited is engaged in the business of sale of stem cell products, cosmetics and healthcare related consumable products in Asia.

Effective as of April 14, 2016, the Company amended it’s Articles of Incorporation to change it’s name to Trendmaker, Inc., Limited.

  

(B) Principles of Consolidation

 

The accompanying condensed consolidated financial statements include the accounts of Trendmaker, Inc. Limited (f/k/a Nuts and Bolts International, Inc.), and its wholly owned subsidiary, Nuts and Bolts Publishing, LLC (collectively, the “Company”). All intercompany accounts have been eliminated upon consolidation.

 

(C) Use of Estimates

 

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Significant estimates include valuation of in kind contribution of services, valuation of deferred tax assets. Actual results could differ from those estimates.

 

(D) Cash and Cash Equivalents

 

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At April 30, 2016 and July 31, 2015, the Company had no cash equivalents.

(E) Loss Per Share

 

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC No. 260, “Earnings Per Share.” As of April 30, 2016 and April 30, 2015, there were no common share equivalents outstanding.

 

(F) Income Taxes

 

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

(G) Property and Equipment

Property and equipment is recorded at cost and depreciated or amortized using the straight-line method over the estimated useful life of the asset or the underlying lease term for leasehold improvements, whichever is shorter.

Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in other income.

 

(H) Revenue Recognition

 

The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.  The Company will generate revenue from the sale of eBooks which will sell from $2.00 to $10.00.

 

 (I) Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with GAAP. For certain of our financial instruments, including cash, accounts payable, and the short-term portion of long-term debt, the carrying amounts approximate fair value due to their short maturities.

We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

 

(J) Recent Accounting Pronouncements

 In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In July 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory” more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). The amendments in this ASU do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of this Update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments in this ASU should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In August 2015, FASB issued Accounting Standards Update (“ASU”) No.2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” defers the effective date ASU No. 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. All other entities may apply the guidance in ASU No. 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance in Update 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance in ASU No. 2014-09. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) that clarifies how to apply revenue recognition guidance related to whether an entity is a principal or an agent. ASU 2016-08 clarifies that the analysis must focus on whether the entity has control of the goods or services before they are transferred to the customer and provides additional guidance about how to apply the control principle when services are provided and when goods or services are combined with other goods or services. The effective date for ASU 2016-08 is the same as the effective date of ASU 2014-09 as amended by ASU 2015-14, for annual reporting periods beginning after December 15, 2017, including interim periods within those years. The Company has not yet determined the impact of ASU 2016-08 on its consolidated financial statements.

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable

NOTE 2	PROPERTY AND EQUIPMENT

Property and equipment consist of the following at April 30, 2016:

Depreciation expense was $90 and $134 for the nine months ended April 30, 2016 and 2015, respectively.

During the nine months ended April 30, 2016 and 2015, the Company recorded $536 and $0 in impairment losses.  

NOTE 3	NOTES PAYABLE – RELATED PARTY

During the nine months ended April 30, 2016 the Company entered into a promissory note with a related party in the amount of $5,000. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on December 31, 2016 (See Note 6).

On October 13, 2013 the Company entered into a promissory note with a related party in the amount of $100. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. In connection with the change in control in February 2016, the former CEO forgave the full amount due of $100 (See Note 4).

	NOTE 4	STOCKHOLDERS’ EQUITY

 

(A) Preferred Stock

 

The Company was incorporated on August 21, 2013. The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share. Preferred stock may be issued in one or more series with rights and preferences are to be determined by the board of directors. As of April 30, 2016, no shares of preferred stock have been issued.

(B) Common Stock

The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share.

On September 17, 2015, the Company issued 200,000 shares of common stock for $10,000 ($0.05/share). 

(C) In kind contribution of services

For the nine months ended April 30, 2016, a shareholder of the Company contributed services having a fair value of $10,400 (See Note 6).

In connection with the change in control in February 2016, a company controlled by the CEO paid operating expenses on behalf of the Company totaling $94,907 which was forgiven and recorded as an in-kind contribution of capital (See Note 6).

In connection with the change in control in February 2016, the former CEO forgave a note payable in the amount of $100 (See Notes 3 and 6).

(D) Stock Split

On June 10, 2016, the Company declared a two for one stock forward stock split. All share and per share data has been retroactively restated.

	NOTE 5	COMMITMENTS AND CONTINGENCIES

 

(A) Consulting Agreements

 

On April 1, 2016 the Company entered into a consulting agreement to receive administrative and other miscellaneous services. The Company is required to pay $2,500 a month. The agreement is to remain in effect unless either party desires to cancel the agreement.

On March 1, 2014 the Company entered into a consulting agreement to receive administrative and other miscellaneous services. The Company is required to pay $5,000 a month. The agreement is to remain in effect unless either party desires to cancel the agreement. In connection with the change in control in February 2016, the agreement was terminated.

(B) Consulting Revenue – Related Party

On April 15, 2016, the Company entered into a consulting agreement to provide consulting services to Trendmaker PTE, Ltd, a related party. Amounts received will be recorded as an expense reimbursement. For the nine months ended April 30, 2016, no reimbursement was received in connection with the consulting agreement (See Note 6).

	NOTE 6	RELATED PARTY TRANSACTIONS

 

For the nine months ended April 30, 2016, a shareholder of the Company contributed services having a fair value of $10,400 (See Note 4(C)).

In connection with the change in control in February 2016, a company controlled by the CEO paid operating expenses on behalf of the Company totaling $94,907, which was forgiven and recorded as an in-kind contribution of capital (See Note 4).

On October 13, 2013 the Company entered into a promissory note with a related party in the amount of $100. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand.  In conjunction with the change of control, this note was forgiven (See Notes 3 and 4)

On April 15, 2016, the Company entered into a consulting agreement to provide consulting services to Trendmaker PTE, Ltd, a related party. The amounts received will be recorded as an expense reimbursement. For the nine months ended April 30, 2016, no reimbursement was received in connection with the consulting agreement (See Note 5(B)).

During the nine months ended April 30, 2016 the Company entered into a promissory note with a related party in the amount of $5,000. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on December 31, 2016 (See Note 3).

 

	NOTE 7	GOING CONCERN

 

As reflected in the accompanying financial statements, the Company has minimal operations, has an accumulated deficit of $296,987, a stockholder’s deficit of $26,530, and for the nine months ended April 30, 2016, had a net loss of $110,304 and used cash in operations of $118,393.  This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Management is taking various steps to provide the Company with the opportunity to continue as a going concern.  During the period covered by this report, the Company has discontinued it’s eBook publishing operations and changed the focus of it’s business operations to the provision of management and consulting services.  In addition, subsequent to the period covered by this report, the Company has initiated efforts to raise additional operating capital through the private placement offer and sale of shares of its common stock.

NOTE 8	SUBSEQUENT EVENTS

 Subsequent to April 30, 2016, the Company issued 295,000 shares of common stock for cash of $247,800 ($0.84/share).  

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

 

The following plan of operations provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

 

Overview

 

The Company was established on August 21, 2013 to publish eBooks under the Nuts and Bolts brand name. It’s business operations were conducted through its wholly-owned operating subsidiary, Nuts and Bolts Publishing, LLC. From inception through February 29, 2016, the Company conducted limited operations including publishing two eBooks and one online “self-help” course on how to start a freelancing business.

As reported in a Current Report on Form 8-K dated February 29, 2016, and filed on March 4, 2016, on February 29, 2016, there was a change of control of the Company.  Following the change of control, the Company retained ownership of it’s wholly-owned subsidiary, Nuts and Bolts Publishing, LLC, but elected to discontinue the eBook publishing operations previously carried on through that subsidiary.  

 

Plan of Operation

 

Following the change of control, the Company is now engaged in the business of providing management and consulting services to Trendmaker Private Limited, a Singapore entity whose subsidiaries include PhytoScience Sdn Bnd (a Malaysia entity), and PhtyoScience Private Limited Company (an Indian entity). Through its subsidiaries, Trendmaker Private Limited is engaged in the business of sale of stem cell products, cosmetics and healthcare related consumable products in Asia.

The management and consulting services which the Company will provide to Trendmaker Private Limited and its operating subsidiaries from time to time advice regarding advice regarding investor and public relations, market strategies, structuring of mergers, acquisitions, strategic relationship and alliances, obtaining debts or equity financing, and such other matters as the parties shall mutually agree upon.

Limited Operating History

 

The Company had limited operations in its initial business of eBook publishing, and since the completion of the change of control, has had limited operations in its new business of providing management and consulting services to Trendmaker Private Limited, and its operating subsidiaries. As a result, the Company’s operations to date provide no basis for evaluation of its future business prospects. There can be no assurance that management will be successful in implementing the Company’s new plan of operations in a way which allow the Company to generate sufficient revenues to meet its expenses or to achieve or maintain profitability.

 

Going Concern

 

As reflected in the accompanying financial statements, the Company has minimal operations, has an accumulated deficit of $296,987 and stockholder’s deficit of $26,530, net used cash in operations of $118,393 and has a net loss of $110,304 for the nine months ended April 30, 2016. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management is taking various steps to provide the Company with the opportunity to continue as a going concern.  During the period covered by this report, the Company has discontinued it’s eBook publishing operations and changed the focus of it’s  

business operations to the provision of management and consulting services.  In addition, subsequent to the period covered by this report, the Company has initiated efforts to raise additional operating capital through the private placement offer and sale of shares of its common stock.

 

 

 

Results of Operations

 

For the three and nine months ended April 30, 2016 and 2015

 

During the three and nine month periods ended April 30, 2015, and during a portion of the three and nine month periods ended April 30, 2016, the Company was engaged in the eBook publishing business. Its eBook publishing operations during these periods were limited.  During the three months ended April 30, 2016, the Company generated $22 from these operations, and during the nine month period ended April 30, 2016, the Company generated $99 from these operations.   Following the change of control on February 29, 2016, these operations have now been discontinued.   

Following the change of control, the Company is now engaged in the business of providing management and consulting services to Trendmaker Private Limited, a Singapore entity, and its operating subsidiaries. However, during the period from February 29, 2016 (the date of the change of control) through April 30, 2016, the Company’s operations in the management and consulting services business were also limited and did not generate revenue.

Because of the change of control and the change in focus of the Company’s business operations as of February 29, 2016, and it limited operations in both the eBook publishing business and the management and consulting services business, there is no meaningful basis upon which to compare the Company’s results of operations during the three and nine months ended April 30, 2016 and 2015.

 Liquidity and Capital Resources

 

As of April 30, 2016, the Company had $5 cash on hand, but will require capital to implement its business plans and fund its operations. The required capital may not be available on favorable terms, if at all. The Company intends to continue to fund its business by way of equity or debt financing and advances from related parties. In the event we seek to raise additional capital through the issuance of debt or its equivalents, this will result in increased interest expense. If we raise additional capital through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of our common stock. We cannot assure you that we will be able to raise the working capital as needed in the future on terms acceptable to us, if at all.

 

Critical Accounting Policies

 

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application.

 

The Company accounts for income taxes under FASB ASC Topic 740 income taxes (“ASC Topic 740”). Under ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

Revenue Recognition

 

The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. The Company will generate revenue from the sale of eBooks which will sell from $2.00 to $10.00. The Company recognizes revenue from the sale of online courses when the course is purchased and the right of return has ended, net of commissions paid and discounts.

 

Recent Accounting Pronouncements

 

In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

 

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

 

Off Balance Sheet Transactions

None

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Smaller reporting companies are not required to provide the information required by this item.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 ("Exchange Act"), the Company carried out an evaluation, with the participation of the Company's management, including the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company's CEO and CFO concluded that the Company's disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company's CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure as a result of continuing material weaknesses in its internal control over financial reporting.

 

During the assessment of the effectiveness of internal control over financial reporting, our management identified material weaknesses related to the lack of requisite U.S. generally accepted accounting principles (GAAP) expertise of our Chief Financial Officer and our internal bookkeeper. This lack of expertise to prepare our financial statements in accordance with U.S. GAAP without the assistance of the outside accounting consultant hired to ensure that our financial statements are prepared in accordance with U.S. GAAP constitutes a material weakness in our internal control over financial reporting. In

order to mitigate the material weakness, we engaged an outside accounting consultant to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity to U.S. GAAP. This outside accounting consultant has significant experience in the preparation of financial statements in conformity with U.S. GAAP. We believe that the engagement of this consultant will lessen the possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis, and we will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate. We expect to continue to rely on this outside consulting arrangement to supplement our internal accounting staff for the foreseeable future. Until such time as we hire the proper internal accounting staff with the requisite U.S. GAAP experience, however, it is unlikely we will be able to remediate the material weakness in our internal control over financial reporting.

 

Changes in Internal Controls over Financial Reporting

 

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

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 1A. Risk Factors.

 

Smaller reporting companies are not required to provide the information required by this item.

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None

Item 6. Exhibits

 

Exhibit Number		Description
31.1 *		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 *		Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 *		Certification of Principal 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 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 Definitions Linkbase Document
101. LAB*		XBRL Taxonomy Extension Label Linkbase Document
101. PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

 

* 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.

 

	Trendmaker, Inc. Limited
	By:	/s/ Tan Sri Dato' Sri Lai Teck Peng
		Tan Sri Dato' Sri Lai Teck Peng, CEO and CFO
	Dated: October 26, 2016