10-Q 1 form10-q.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended January 31, 2018

 

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 issuer as specified in its charter)

 

Nevada   46-3505091

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

Lot 56935 Jalan 9/8, Seksyen 9,

Bandar Baru Bangi,

Selangor Darul Ehsan, Malaysia

  43650
(Address of principal executive offices)   (Zip Code)

 

Registrant’s phone number, including area code 919-633-2488

 

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 (section 232.405 of this chapter) during the preceding twelve months (or 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” 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]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [X] No [  ]

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class  Outstanding at May 3, 2019 
Common Stock, $0.0001 par value   13,537,000 
      

 

 

 

 
 

 

TABLE OF CONTENTS

 

    Page
PART I FINANCIAL INFORMATION  
ITEM 1. UNAUDITED CONDENSED FINANCIAL STATEMENTS:  
  Condensed Balance Sheets as of January 31, 2018 (Unaudited) and July 31, 2017 (Audited) F-2
  Condensed Statements of Operations and Comprehensive Income for the Three and Six Months Ended January 31, 2018 and 2017 F-3
  Condensed Statement of Changes in Stockholders’ Equity for the Six Months Ended January 31, 2018 F-4
  Condensed Statements of Cash Flows for the Six Months Ended January 31, 2018 and 2017 F-5
  Notes to the Condensed Financial Statements F-6 - F-10
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 2-3
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 4
ITEM 4. CONTROLS AND PROCEDURES 4-5
     
PART II OTHER INFORMATION  
ITEM 1 LEGAL PROCEEDINGS 6
ITEM 1A RISK FACTORS 6
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 6
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 6
ITEM 4 MINE SAFETY DISCLOSURES 6
ITEM 5 OTHER INFORMATION 6
ITEM 6 EXHIBITS 6
  SIGNATURES 7

 

2
 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

TRENDMAKER, INC. LIMITED

CONDENSED FINANCIAL STATEMENTS

 

  Page
Condensed Financial Statements  
   
Condensed Balance Sheets as of January 31, 2018 (Unaudited) and July 31, 2017 (Audited) F-2
Condensed Statements of Operations and Comprehensive Income for the Three and Six Months Ended January 31, 2018 and 2017 F-3
Condensed Statement of Changes in Stockholders’ Equity for the Six Months Ended January 31, 2018 F-4
Condensed Statements of Cash Flows for the Six Months Ended January 31, 2018 and 2017 F-5
Notes to the Condensed Financial Statements F-6-F-10

 

CERTAIN TERMS USED IN THIS REPORT

 

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

 

F-1
 

 

TRENDMAKER, INC. LIMITED

CONDENSED BALANCE SHEETS

As of January 31, 2018 (Unaudited) and July 31, 2017 (Audited)

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

   January 31, 2018   July 31, 2017 
   (Unaudited)   (Audited) 
   $   $ 
ASSETS          
CURRENT ASSETS          
Due from related party   423,255    438,686 
Total Current Assets   423,255    438,686 
           
TOTAL ASSETS   423,255    438,686 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
CURRENT LIABILITIES          
Accounts payable and accrued liabilities   223,903    16,698 
Due to related party   -    203,700 
Total Current Liabilities   223,903    220,398 
           
TOTAL LIABILITIES   223,903    220,398 
           
STOCKHOLDERS’ EQUITY          
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, none issued and outstanding   -    - 
Common stock, $0.0001 par value; 100,000,000 shares authorized, 13,537,000 and 13,537,000 issued and outstanding as of January 31, 2018 and July 31, 2017   1,354    1,354 
Additional paid in capital   825,166    825,166 
Accumulated deficit   (627,168)   (608,232)
TOTAL STOCKHOLDERS’ EQUITY   199,352    218,288 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   423,255    438,686 

 

See accompanying notes to condensed financial statements.

 

F-2
 

 

TRENDMAKER, INC. LIMITED

CONDENSED STATEMENT OF OPERATION AND COMPREHENSIVE INCOME

For the three and six months ended January 31, 2018 and 2017

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

   Three months ended January 31   Six months ended January 31 
   2018   2017   2018   2017 
   $   $   $   $ 
REVENUE   -    -    -    - 
                     
OTHER SERVICE FEES   -    15,750    -    58,950 
                     
COST OF REVENUE   -    -    -    - 
                     
GROSS PROFIT   -    15,750    -    58,950 
                     
PROFESSIONAL FEES   (4,600)   (17,994)   (17,367)   (84,472)
                     
GENERAL AND ADMINISTRATIVE EXPENSES   (747)   (74,607)   (1,569)   (203,015)
                     
LOSS BEFORE INCOME TAX   (5,347)   (76,851)   (18,936)   (228,537)
                     
INCOME TAX PROVISION   -    -    -    - 
                     
NET LOSS   (5,347)   (76,851)   (18,936)   (228,537)
                     
Net loss per share, basic and diluted:   (0.0003)   (0.01)   (0.001)   (0.02)
                     
 Weighted average number of shares outstanding during the year – Basic and diluted   13,537,000    13,413,088    13,537,000    13,219,380 

 

See accompanying notes to condensed financial statements.

 

F-3
 

 

TRENDMAKER, INC. LIMITED

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the six months ended January 31, 2018

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

 

   COMMON STOCK   ADDITIONAL PAID-IN   ACCUMULATED   TOTAL 
   Number of Shares   Amount
$
  

CAPITAL

$

  

DEFICIT

$

  

EQUITY

$

 
Balance as of July 31, 2016 (Restated)   12,875,000   $1,288   $269,152   $(324,591)  $(54,151)
Common stock issued for cash ($0.84/per share)   662,000    66    556,014    -    556,080 
Net loss for the year   -    -    -   $(283,641)  $(283,641)
Balance as of July 31, 2017 (audited)   13,537,000    1,354    825,166    (608,232)   218,288 
Net loss for the period   -    -    -    (18,936)   (18,936)
Balance as of January 31, 2018 (unaudited)   13,537,000    1,354    825,166    (627,168)   199,352 

 

See accompanying notes to condensed financial statements.

 

F-4
 

 

TRENDMAKER, INC. LIMITED

CONDENSED STATEMENT OF CASH FLOWS

For the six months ended January 31, 2018 and 2017

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

   Six months ended January 31 
   2018   2017 
   $   $ 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss   (18,936)   (228,537)
           
Changes in operating assets and liabilities:          
Due from related party   15,431    (395,155)
Accounts payable and accrued liabilities   207,205    (5,378)
Loan payable – related party   -    (39,905)
Due to related party   (203,700)   167,495 
Net cash used in operating activities   -    (501,480)
           
CASH FLOWS FROM FINANCING ACTIVITY:          
Proceeds from issuance of common stock, net of offering costs   -    501,480 
Net cash provided by financing activity   -    501,480 
           
Net increase/(decrease) in cash and cash equivalents   -    - 
Cash and cash equivalents, beginning of period   -    - 
CASH AND CASH EQUIVALENTS, END OF PERIOD   -    - 

 

See accompanying notes to condensed financial statements.

 

F-5
 

 

TRENDMAKER, INC. LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the six months ended January 31, 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of preparation

 

The reporting currency of the Company is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$.

 

Basis of presentation

 

The accompanying condensed 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 5,000,000 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 discontinued the eBook publishing operations previously carried on through the previous company’s subsidiary.

 

Also, following the change of control, the Company is now engaged in the business of providing management and consulting services to Trendmaker Private Limited. Effective as of April 14, 2016, the Company amended it’s Articles of Incorporation to change it’s name to Trendmaker, Inc., Limited.

 

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.

 

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.

 

F-6
 

 

TRENDMAKER, INC. LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the six months ended January 31, 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

 

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 January 31, 2018 and July 31, 2017, the Company had no cash and cash equivalents.

 

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.

 

Related party

 

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

 

F-7
 

 

TRENDMAKER, INC. LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the six months ended January 31, 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

Fair value of financial instruments

 

The carrying value of the Company’s financial instruments: cash and cash equivalents, and accounts payable and approximate their fair values because of the short-term nature of these financial instruments.

 

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

  Level 1: Observable inputs such as quoted prices in active markets;
   
  Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
   
  Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

Recent accounting pronouncements

 

FASB issues various Accounting Standards Updates relating to the treatment and recording of certain accounting transactions. On June 10, 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915) - Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the concept of a development stage entity (DSE) entirely from current accounting guidance. The Company has elected adoption of this standard, which eliminates the designation of DSEs and the requirement to disclose results of operations and cash flows since inception.

 

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. In August 2015, the FASB issued an Accounting Standards Update to defer by one year the effective dates of its new revenue recognition standard until annual reporting periods beginning after December 15, 2017 (2018 for calendar-year public entities) and interim periods therein. Management is currently assessing the impact of the adoption of ASU 2014-09 and has not determined the effect of the standard on our ongoing financial reporting.

 

F-8
 

 

TRENDMAKER, INC. LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the six months ended January 31, 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

2. SHAREHOLDERS’ 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 January 31, 2018, 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.

 

As of January 31, 2018, no shares of common stock have been issued.

 

3. COMMITMENTS AND CONTINGENCIES

 

As of January 31, 2018, the Company has no commitment or contingency involved.

 

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

   January 31, 2018   July 31, 2017 
   (Unaudited)   (Audited) 
   $   $ 
Accounts payable and accrued liabilities generated from:          
Other creditors   10,249    10,865 
Accrued expenses   5,000    5,000 
Other creditor – Bayswater Consulting Ltd   833    833 
Other creditor – Trendmaker Pte Ltd   207,821    - 
    223,903    16,698 

 

Accounts payable and accrued liabilities at January 31, 2018 were a total US$223,903 consisting of US$10,249 from other creditors, US$5,000 from accrued expenses, US$833 from other creditor, Bayswater Consulting Ltd for their consulting services, and US$207,821 from Trendmaker Pte Ltd.

 

Accounts payable and accrued liabilities at July 31, 2017 were a total US$16,698 consisting of US$10,865 from other creditors and US$5,000 from accrued expenses and US$833 from other creditor, Bayswater Consulting Ltd for their consulting services.

 

5. RELATED PARTY TRANSACTIONS

 

As of January 31, 2018, the Company has no related party transactions.

 

F-9
 

 

TRENDMAKER, INC. LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the six months ended January 31, 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

 

6. RELATED PARTY BALANCES

 

   January 31, 2018   July 31, 2017 
   (Unaudited)   (Audited) 
   $   $ 
Due from related party:          
Related Party A   423,255    438,686 

 

As of January 31, 2018, the balance US$423,255 represented an outstanding amount due from Related Party A. Related Party A is having common director with the Company. The amount due is unsecured, interest-free with no fixed repayment term.

 

7. GOING CONCERN

 

As of January 31, 2018, the Company has an accumulated deficit of $627,168 and a stockholders’ equity of $199,352, for the three months ended January 31, 2018, had a net loss of $18,936. 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.

 

8. SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from the balance sheet date through January 31, 2018 the date the Company issued unaudited consolidated financial statements in accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. During this period, there was no subsequent event that required recognition or disclosure.

 

F-10
 

 

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

 

Going Concern

 

As of January 31, 2018, the Company has an accumulated deficit of $627,168 and a stockholders’ equity of $199,352, for the three months ended January 31, 2018, had a net loss of $18,936. 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.

 

Results of Operations

 

For the three months ended January 31, 2018 and 2017

 

For the three months period ended January 31, 2018 and 2017, the Company has generated no profit but loss of $5,347 and $76,851 respectively.

 

For the six months ended January 31, 2018 and 2017

 

For the six months period ended January 31, 2018 and 2017, the Company has generated no profit but loss of $18,936 and $228,537 respectively.

 

Liquidity and Capital Resources

 

As of January 31, 2018 and July 31, 2017, the Company has no cash on hand, but has a total asset entirely consisting due from related party of $423,255 and $438,686 of which is the amount due from Phyto Science Sdn. Bhd..

 

As of January 31, 2018 and July 31, 2017 the Company has a total liability of $223,903 and $220,398 consist of accounts payable and accrued expenses and due to related party. Increase of $3,505 is mainly due to increase increase in amount due to Trendmaker Pte Ltd.

 

The Company has a working capital of $199,352 and $218,288 as at January 31, 2018 and July 31, 2017 respectively.

 

Net cash used in operating activities for the year ended January 31, 2018 and 2017 was $0 and $501,480 respectively. The cash used in operating activities are mainly for professional fees, legal fees, and general expenses.

 

Net cash provided by financing activities for the year ended January 31, 2018 and 2017 was $0 and $501,480 respectively. The cash provided by financing activities are mostly from issuance of common stocks.

 

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.

 

3
 

 

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.

 

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

 

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

 

4
 

 

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.

 

5
 

 

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
No.
  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.
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.
101.INS*   XBRL Instance Document
101.SCH*   XBRL Schema Document
101.CAL*   XBRL Calculation Linkbase Document
101.DEF*   XBRL Definition Linkbase Document
101.LAB*   XBRL Label Linkbase Document
101.PRE*   XBRL Presentation Linkbase Document

 

* Filed herewith.

 

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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
  (Name of Registrant)
     
Date: May 8, 2019    
     
  By: /s/ Tan Sri Dato’ Sri Lai Teck Peng
    Tan Sri Dato’ Sri Lai Teck Peng, CEO and CFO
   

(Principal Executive Officer)

(Principal Financial Officer)

 

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