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TMIN Trendmaker

Filed: 21 Oct 21, 6:04am

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K

 

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

 

For the fiscal year ended July 31, 2021

 

TRANSITION REPORT UNDER 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.)

 

Lot 56935 Jalan 9/8, Seksyen 9,

Bandar Baru Bangi,

Selangor Darul Ehsan, Malaysia

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

 

919-633-2488

(Registrant’s telephone number, including area code)

 

Securities registered under Section 12(b) of the Exchange Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered:
Common Stock TMIN The OTC Market – Pink Sheets

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act ☐ Yes ☒ No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act ☒ Yes ☐ No

 

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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☒ No

 

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

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

 

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

 

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

 

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

 

The aggregate market value of the Company’s common stock held by non-affiliates computed by reference to the closing bid price of the Company’s common stock, as of the last business day of the registrant’s most recently completed second fiscal quarter:

 

N/A.

 

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 September 10, 2021
Common Stock, $.0001 par value 13,537,000

 

 

 

 
 

 

Forward-Looking Statements

 

Certain statements in this Annual Report on Form 10-K constitute “forward-looking statements” made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 that are based on current expectations, estimates, forecasts and assumptions and are subject to risks and uncertainties. Words such as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “goal,” “intend,” “plan,” “project,” “seek,” “target,” and variations of such words and similar expressions are intended to identify such forward-looking statements. All forward-looking statements speak only as of the date on which they are made. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to certain factors that could cause actual results to differ materially from those anticipated in such 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 Annual Report on Form 10-K 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 the Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K 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 Annual Report on Form 10-K.

 

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.

 

2
 

 

PART I

 

Item 1. Business.

 

Overview and Background

 

The Company was incorporated in the State of Nevada on August 21, 2013, under the name Nuts & Bolts International, Inc. It was incorporated to engage in the business of publishing eBooks under the Nuts and Bolts brand name. Its business operations were conducted through its wholly-owned operating subsidiary, Nuts and Bolts Publishing, LLC, a North Carolina limited liability company. 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.

 

On February 29, 2016, the Company had a change of control. On that date, Tan Sri Dato’ Sri Lai Teck Peng, a resident of Malaysia, acquired control of the Company through purchase of 5,000,000 shares of common stock, representing approximately 77.67% of its issued and outstanding common stock. On the same date, the previous officers and directors of the Company resigned, and Mr. Lai was appointed as a Director and as CEO of the Company.

 

Following the change of control the Company elected to discontinue the eBook publishing operations previously carried on through its wholly-owned operating subsidiary.

 

On October 2, 2019, the Company announced that Tan Sri Dato’ Sri Lai Teck Peng, the Chief Executive Officer and sole director of the Company, passed away on 27 August, 2019 in Malaysia.

 

On the same day, the late Tan Sri Dato’ Sri Lai Teck Peng was being removed from the position of Chief Executive Officer and sole director of the Company due to his sudden demise whereby Puan Sri Datin Sri Tan Chin Yee, spouse of the late Tan Sri Dato’ Sri Lai Teck Peng, was being appointed as the Chief Executive Officer and director of Trendmaker, Inc. Limited, effective immediately. As of July 31,2021, Puan Sri Datin Sri Tan Chin Yee own 78.34% common stock of the company.

 

Current Operations

 

Following the change of control on February 29, 2016, the Company intends to engage in the business of acting as an investment holding company and providing management and consulting services.

 

As of July 31, 2021, the Company has engaged in limited business operations, but it has agreed to provide management and consulting services to Trendmaker Pte. Ltd., a Singapore entity whose subsidiaries include Phyto Science Sdn Bhd (a Malaysia entity). Through its subsidiaries, Trendmaker Pte. Ltd. is engaged in the sale of healthcare and wellness products in Asia via a multilevel marketing platform. The management and consulting services which the Company will provide to Trendmaker Pte. Ltd. and its operating subsidiaries include advice regarding investor and public relations, market strategies, structuring of mergers, acquisitions, strategic relationships and alliances, obtaining debts or equity financing, and such other matters as the parties shall mutually agree upon.

 

Employees

 

As of July 31, 2021, and the date of this report, the Company has no employees.

 

Competition

 

The business of acting as an investment holding company and providing management and consulting services is extremely competitive. These are areas in which the Company is currently in the process of commencing operations, and there is no assurance we will be able to successfully compete. Most, if not all of our competitors, are expected to be larger, better funded and more experienced than us.

 

Intellectual Property

 

The Company does not currently own any trademarks, patents or other intellectual property which it uses or intends to use in the conduct of its business operations.

 

3
 

 

Government Regulations

 

Governmental regulations are not anticipated to impact our business model.

 

Available Information

 

Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents that we will file with or furnish to the SEC will be available free of charge by sending a written request to our Corporate Secretary at our corporate headquarters. Additionally, the documents we file with the SEC is or will be available free of charge at the SEC’s Public Reference Room at 100 F Street, NE, Washington D.C. 20549. Other information on the operation of the Public Reference Room is or will be available by calling the SEC at (800) SEC-0330.

 

ITEM 2. PROPERTIES

 

Our principal executive office is located at Lot 56935 Jalan 9/8, Seksyen 9, Bandar Baru Bangi, 43650 Selangor Darul Ehsan, Malaysia.

 

ITEM 3. LEGAL PROCEEDINGS

 

The Registrant is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Registrant, and no owner of record or beneficial owner of more than 5.0% of the securities of the Registrant, or any associate of any such director, officer or security holder is a party adverse to the Registrant or has a material interest adverse to the Registrant in reference to pending litigation.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not Applicable.

 

4
 

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

Market Information. The Company’s shares are approved for trading on the OTCPink Market under the symbol “TMIN” However, there has been very limited trading activity and no meaningful trading market has been established. There is no assurance as to when, or whether, an active trading market in our shares will be established.

 

None of Company’s equities are subject to any outstanding options, warrants to purchase, or securities convertible into, common stock.

 

Holders. As of July 31, 2021, there were 13,537,000 shares of common stock issued and outstanding held by a total of 55 shareholders of record. As of the date of this report, there were 13,537,000 shares of common stock issued and outstanding held by a total of 55 shareholders of record. No additional issuance of common stock as of July 31, 2021.

 

Dividends. The Company has not declared or paid any cash dividends on its common stock during the fiscal year ended July 31, 2021, or during the period between July 31, 2021 and the date of this report, and does not anticipate declaring or paying dividends in the foreseeable future.

 

ITEM 6. SELECTED FINANCIAL DATA.

 

Not applicable.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

 

CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS “FORWARD LOOKING STATEMENTS”, WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS “PLANS,” “INTENDS,” “WILL,” “HOPES,” “SEEKS,” “ANTICIPATES,” “EXPECTS “AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-K AND IN THE COMPANY’S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.

 

5
 

 

Background

 

The Company was incorporated in August 21, 2013, to engage in the business of eBook publishing, but its business operations in the area of eBook publishing were nominal. Following a change of control which occurred in February 29, 2016, the Company discontinued its eBook publishing operations and elected to become an investment holding company and to provide management and consulting services to Trendmaker Pte, Ltd, a Singapore entity whose subsidiaries include Phyto Science Sdn Bhd (a Malaysia entity), and Phytoscience Trendmaker Pvt Ltd (an Indian entity). Although the Company identified its intended future business activities, during the fiscal year ended July 31, 2021, it did not commence active business operations.

 

Results of Operations

 

Company management does not believe that a meaningful analysis can be made of the Company’s results of operation for the fiscal year ended July 31, 2021 as compared to the fiscal year ended July 31, 2020. During both periods, its operations have been nominal and, following a change of control in February 29, 2016, the Company elected to terminate its previous business plan to engage in eBook publishing, and adopt a new business plan relating to acting as an investment holding company and providing management and consulting services. Operating expenses consisting of professional fees and general and administrative expenses, were substantially the same of the two periods ($36,342 for the fiscal year ended July 31, 2020, as compared to $38,290 for the fiscal year ended July 31, 2021). Revenue for the period ended July 31, 2021 and 2020 were $0 and $0 respectively.

 

Going Concern

 

As of July 31, 2021, the Company has an accumulated deficit of $803,606 and a stockholders’ equity of $22,914 and had a net loss of $38,290. 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.

 

Liquidity and Capital Resources

 

Our cash balance at July 31, 2021 was $0 with $225,742 in outstanding liabilities. Total expenditures over the next 12 months are expected to be approximately $50,000. If we experience a shortage of funds prior to generating revenues from operations we may utilize funds from our directors, who have informally agreed to advance funds to allow us to pay for operating costs, however they have no formal commitment, arrangement or legal obligation to advance or loan funds to us. Management believes our current cash balance will not be sufficient to fund our operations for the next six months.

 

Off Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not Applicable.

 

6
 

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

INDEX TO FINANCIAL STATEMENTS

 

Fiscal Years Ended July 31, 2021 and July 31, 2020 
  
Report of Independent Registered Public Accounting FirmsF-2
  
Balance SheetsF-3
  
Statements of OperationsF-4
  
Statements of Stockholders’ EquityF-5
  
Statements of Cash FlowsF-6
  
Notes to Financial StatementsF-7

 

F-1
 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Board of Directors and Stockholders of

Trendmaker, Inc. Limited

Lot 56935 Jalan 9/8, Seksyen 9,

Bandar Baru Bangi,

Selangor Darul Ehsan, Malaysia

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheet of Trendmaker, Inc. Limited (the ‘Company’) as of July 31, 2021 and 2020 and the related statements of income, stockholders’ equity, and cash flows for the year ended of July 31, 2021 and 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended July 31, 2021 and 2020, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 7 to the financial statements, for the year ended July 31, 2021 the Company has not established any source of revenue to cover its operating costs. This condition raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 7. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Critical Audit Matters

 

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical matters

 

/s/ JP CENTURION & PARTNERS PLT

 
JP CENTURION & PARTNERS PLT 
  
We have served as the Company’s auditor since 2020. 
Kuala Lumpur, Malaysia 
  
September 25, 2021 

 

F-2
 

 

TRENDMAKER INC. LIMITED

BALANCE SHEETS

As of July 31, 2021 (Audited) and July 31, 2020 (Audited)

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

 

  July 31, 2021  July 31, 2020 
  (Audited)  (Audited) 
   $   $ 
ASSETS        
CURRENT ASSETS        
Due from related party  248,656   284,116 
Total Current Assets  248,656   284,116 
         
TOTAL ASSETS  248,656   284,116 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
CURRENT LIABILITIES        
Accounts payable and accrued liabilities  225,742   222,912 
Total Current Liabilities  225,742   222,912 
         
TOTAL LIABILITIES  225,742   222,912 
         
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 July 31, 2021 and July 31, 2020  1,354   1,354 
Additional paid in capital  825,166   825,166 
Accumulated deficit  (803,606)  (765,316)
TOTAL STOCKHOLDERS’ EQUITY  22,914   61,204 
         
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 248,656  284,116 

 

See accompanying notes to financial statements

 

F-3

 

 

TRENDMAKER INC. LIMITED

STATEMENT OF OPERATION AND COMPREHENSIVE INCOME

For the Year Ended July 31, 2021 (Audited) and 2020 (Audited)

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

 

  For the Year Ended July 31 
  2021  2020 
  (Audited)  (Audited) 
   $   $ 
Revenue  -   - 
         
Cost of Sales  -   - 
         
Gross Income  -   - 
         
Other Service Fees  -   - 
         
Professional Fees  -   - 
         
General and administrative  (38,290)  (36,342)
         
LOSS BEFORE INCOME TAX  (38,290)  (36,342)
         
Provision for Income Taxes  -   - 
         
NET LOSS  (38,290)  (36,342)
         
Net loss per share, basic and diluted:  (0.003)  (0.003)
         
Weighted average number of shares outstanding during the year – Basic and diluted 13,537,000  13,537,000 

 

See accompanying notes to financial statement

 

F-4

 

 

TRENDMAKER INC. LIMITED

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Year Ended July 31, 2021 (Audited) and July 31, 2020 (Audited)

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

 

  COMMON STOCK  ADDITIONAL       
  Number of
Shares
  Amount  PAID-IN
CAPITAL
  ACCUMULATED
DEFICIT
  TOTAL
EQUITY
 
                
Balance as of July 31, 2019 (Audited)  13,537,000  $1,354  $825,166  $(728,974) $97,546 
Net loss for the year ended July 31, 2020  -   -   -   (36,342) $(36,342)
Balance as of July 31, 2020 (Audited)  13,537,000  $1,354  $825,166  $(765,316) $61,204 
Net loss for the year ended July 31, 2021              (38,290)  (38,290)
Balance as of July 31, 2021 (Audited)  13,537,000  $1,354  $825,166  $(803,606) $22,914 

 

See accompanying notes to financial statement

 

F-5

 

 

TRENDMAKER INC. LIMITED

STATEMENT OF CASH FLOWS

For the Year Ended July 31, 2021 (Audited) and 2020 (Audited)

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

 

  For the Year Ended July 31, 
  2021  2020 
  (Audited)  (Audited) 
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss $(38,290) $(36,342)
         
Adjustments to reconcile net loss to net cash used in operations        
Changes in operating assets and liabilities:        
Due from related party  35,460   53,572 
Accounts payable and accrued liabilities  2,830  (17,230)
Net cash generated from operating activities  38,290   36,342 
         
Net increase/ (decrease) in cash and cash equivalents  -   - 
Cash and cash equivalents, beginning of year  -   - 
CASH AND CASH EQUIVALENTS, END OF YEAR $-  $- 

 

See accompanying notes to financial statement

 

F-6

 

 

TRENDMAKER INC. LIMITED

NOTES TO FINANCIAL STATEMENTS

AS OF JULY 31, 2021 AND 2020

 

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

 

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 its 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 its previous controlling shareholder of 5,000,000 shares of its common stock, representing approximately 77.67% 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 its Articles of Incorporation to change its 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.

 

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 July 31, 2021 and July 31, 2020, the Company had no cash and cash equivalents.

 

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 July 31, 2021, and July 31, 2020, there were no common share equivalents outstanding.

 

F-7

 

 

TRENDMAKER INC. LIMITED

NOTES TO FINANCIAL STATEMENTS

AS OF JULY 31, 2021 AND 2020 (Consolidated)

 

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.

 

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

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of such any pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

 

F-8

 

 

TRENDMAKER INC. LIMITED

NOTES TO FINANCIAL STATEMENTS

AS OF JULY 31, 2021 AND 2020

 

2.INCOME TAXES

 

For the year ended July 31, 2021 and year ended July 31, 2020, the local (United States) loss before income taxes were comprised of the following:

 

  

For the year ended

July 31, 2021

  

For the year ended

July 31, 2020

 
       
Tax jurisdictions from:        
- Local $(38,290) $(36,342)
Loss before income tax $(38,290) $(36,342)

 

The provision for income taxes consisted of the following:

 

   For the year ended
July 31, 2021
   For the year ended
July 31, 2020
 
         
Current:        
- Local $-  $- 
         
Deferred:        
- Local  -   - 
         
Income tax expense $-  $- 

 

United States of America

 

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of July 31, 2021, the operations in the United States of America incurred $803,606 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carry forwards begin to expire in 2037, if unutilized. The tax valuation allowance for July 31, 2021 and July 31, 2020 are $168,757 and $160,716 respectively.

 

F-9

 

 

TRENDMAKER INC. LIMITED

NOTES TO FINANCIAL STATEMENTS

AS OF JULY 31, 2021 AND 2020

 

3.STOCKHOLDERS’ EQUITY

 

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 at July 31, 2021, the Company has 13,537,000 shares of common stock outstanding.

 

4.COMMITMENTS AND CONTINGENCIES

 

As of July 31, 2021, the Company has no commitment or contingency involved.

 

F-10

 

 

TRENDMAKER INC. LIMITED

NOTES TO FINANCIAL STATEMENTS

AS OF JULY 31, 2021 AND 2020

 

5.ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses consisted of the followings at July 31, 2021 and July 31, 2020.

 

  As of July 31, 2021  As of July 31, 2020 
Accounts payable $214,842  $214,842 
Accrued expenses  10,900   8,070 
Total accounts payable and accrued expenses $225,742  $222,912 

 

6.RELATED PARTY BALANCES

 

  July 31, 2021  July 31, 2020 
   (Unaudited)   (Audited) 
   $    $ 
Due from related party:        
Related Party A  248,656   284,116 

 

As of July 31, 2021, the balance US$248,656 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 July 31, 2021, the Company has an accumulated deficit of $803,606 and a stockholders’ equity of $22,914 and had a net loss of $38,290. 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 EVENT

 

The Company has evaluated subsequent events from the balance sheet date through July 31, 2021 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 fiscal year, there was no subsequent event that required recognition or disclosure.

 

9.SIGNIFICANT EVENT

 

During the fiscal year, the World Health Organization declared the Coronavirus (COVID-19) outbreak to be a pandemic, which has caused severe global social and economic disruptions and uncertainties, including markets where the Company operates.

 

The Company considers this outbreak as non-adjusting-events. The consequences brought about by Covid-19 continue to evolve and whilst the Company actively monitoring and managing its operations to respond to these changes, the Company does not consider it practicable to provide any quantitative estimate on the potential impact it may have on the Company.

 

F-11

 

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A. 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.

 

7
 

 

Internal Control Over Financial Reporting

 

The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this Annual Report on Form 10-K. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America. The management of the Company also is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company’s internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

 

Management does not expect that the Company’s disclosure controls and internal controls will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

 

With the participation of the President and Chief Financial Officer, our management evaluated the effectiveness of the Company’s internal control over financial reporting as of July 31, 2021, based upon the framework in Internal Control –Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, and due to the identified material weakness and internal control deficiency as discussed above, and the fact that the Company has failed to stay current in the filing of required periodic reports with the SEC, our management has concluded that, as of July 31, 2021, the Company’s internal control over financial reporting was not effective.

 

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.

 

There were no changes in the Company’s internal control over financial reporting that occurred during the last fiscal quarter, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

8
 

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 

Directors and Executive Officers

 

The following table sets forth the names and ages of our officers and directors as of July 31, 2021. All directors hold office until the next annual meeting of shareholders of the Company and until their successors are elected and qualified. Officers hold office until the first meeting of directors following the annual meeting of shareholders and until their successors are elected and qualified, subject to earlier removal by the Board of Directors.

 

The directors and executive officers currently serving the Company are:

 

Name Age Position Tenure
1.Tan Sri Dato’ Sri Lai Teck Peng (deceased on August 27, 2019) 53 Director, CEO and CFO Since February 2016 till October 2019
2.Puan Sri Datin Sri Tan Chin Yee 46 Director, CEO and CFO Since October 2019

 

Biographical Information

 

 1.Tan Sri Dato’ Sri Lai Teck Peng, age 53, has been a Director, CEO and CFO of the Company since February 29, 2016. Mr. Lai is also the founder, and for the past five years, has been the Chairman and CEO of Phyto Science Sdn Bhd, a health & wellness company based in Kuala Lumpur, Malaysia which is engaged in the sale of healthcare and wellness products in Asia via a multilevel marketing platform. Mr. Lai has an Executive MBA from Peking University.
   
 2.Puan Sri Datin Sri Tan Chin Yee, age 46 is the Director, CEO and CFO of the company since 2 October, 2019. Puan Sri Datin Sri Tan Chin Yee has more than 20 years of working experience in healthcare industry. In 2012, Mdm.Tan co-founded Phyto Science Sdn Bhd, a leading healthcare company in Malaysia providing nutrition and skin care products with the late Tan Sri Dato’ Sri Lai Teck Peng. In 2015, Mdm Tan was awarded with 2015 Asia Pacific Entrepreneurship Award, 2015 Entrepreneur Award for her contribution in healthcare industry and she has also featured on the cover page of the Global Business Magazine in 2015.

 

Family Relationships

 

There are no family relationships between any of the current directors or officers of the Company.

 

Involvement in Certain Legal Proceedings

 

To the best of its knowledge, the Company’s directors and executive officers were not involved in any legal proceedings during the last ten years as described in Item 401(f) of Regulation S-K.

 

Directorships

 

None of the Company’s executive officers or directors is a director of any company with a class of equity securities registered pursuant to Section 12 of the Securities exchange Act of 1934 (the “Exchange Act”) or subject to the requirements of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

 

Compliance with Section 16(a) of the Exchange Act

 

The Company does not currently have a class of securities registered under Section 12 of the Securities Exchange Act of 1934. Accordingly, its officers, directors and principal shareholders are not subject to the requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, to file reports regarding ownership and changes in ownership of the Company’s outstanding securities.

 

Code of Ethics

 

The Company has not yet adopted a code of ethics. The Company intends to adopt a code of ethics in the near future.

 

9
 

 

ITEM 11. EXECUTIVE COMPENSATION

 

Executive Compensation

 

The following table sets forth executive compensation for fiscal years ended July 31, 2021 and 2020. We have not paid any salaries or bonuses to any of our officers from our inception through the date hereof. We refer to all of these officers collectively as our “named executive officers.”

 

Summary Compensation Table

 

Name and Principal Position Year  Salary ($)  Bonus ($)  

Stock

Award(s)

($)

  

Option

Award(s)

($)

  

Non-

Equity Incentive

Plan Compen-

sation (#)

  

Change in Pension Value and

Non- qualified Compen- sation Earnings ($)

  

All other Compen-

sation ($)

  Total ($) 
                             
1.Tan Sri Dato’ Sri Lai Teck
Peng
(deceased on 27 August, 2019)
  2021  $0.00                    $0.00 
 CEO  2020  $0.00                    $0.00 
                                      
2.Puan Sri Datin Sri Tan Chin
Yee
  2021  $0.00                    $0.00 
 CEO  2020  $0.00                    $0.00 

 

Employment Agreements

 

As of the date of the filing of this Form 10-K, we have no written employment agreements with our officers and directors. Compensation was determined after discussion about expected time commitments, remuneration paid by comparable organizations and the flexibility provided to the Company by not having extended terms and other terms typical of employment agreements. We have no plans or packages providing for compensation of officers after resignation or retirement.

 

Director Compensation

 

We do not currently compensate our directors for their services as directors, and no compensation has been awarded to, earned by, or paid to any of our directors for services rendered to the Company in all capacities for the fiscal year ended July 31, 2021. Directors are reimbursed for their reasonable out-of-pocket expenses incurred with attending board or committee meetings.

 

10
 

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

 

Security Ownership of Management and Certain Beneficial Owners

 

The following table sets forth, as of July 31, 2021, certain information with respect to the common stock beneficially owned by (i) each Director and executive officer of the Company; (ii) each person who owns beneficially more than 5% of the common stock; and (iii) all Directors and executive officers as a group:

 

Title and Class Name and Address of Beneficial Owner 

Amount

and Nature

of Beneficial Ownership

  

Percent of

Class(3)

 
Common Puan Sri Datin Sri Tan Chin Yee
15, Jalan Sering 5, Taman Sungai Sering Batu 9, 43200 Cheras, Selangor, Malaysia
  10,605,000   78.34%
           
Common All Directors and executive officers  10,605,000   78.34%

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Certain Relationships and Related Transactions

 

There were no material transactions, or series of similar transactions, during our Company’s last fiscal year, or any currently proposed transactions, or series of similar transactions, to which our Company was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of the small business issuer’s total assets at year-end for the last three completed fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than five percent of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.

 

Director Independence

 

The NASDAQ Stock Market has instituted director independence guidelines that have been adopted by the Securities & Exchange Commission. These guidelines provide that a director is deemed “independent” only if the board of directors affirmatively determines that the director has no relationship with the company which, in the board’s opinion, would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities. Significant stock ownership will not, by itself, preclude a board finding of independence.

 

Based upon the guidelines described above, Puan Sri Datin Sri Tan Chin Yee is not an independent director under these rules.

 

11
 

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

Audit Fees

 

The following table sets forth the aggregate fees billed to the Company by its independent registered public accounting firm, JP Centurion & Partners PLT, for the fiscal years indicated.

 

ACCOUNTING FEES AND SERVICES 

For the year ended

July 31, 2021

  

For the year ended

July 31, 2020

 
Audit fees $12,250  $12,500 
Audit related fees  -   - 
Tax fees  -   - 
All other fees  -   750 
Total $12,250  $13,250 

 

The category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents.

 

The category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation.

 

All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.

 

12
 

 

PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

3.1Articles of Incorporation**
  
3.2Bylaws**
  
31.1Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*
  
31.2Certification pursuant to Rule 13a-15(a) or 15d-15(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
  
32.1Section 1350 Certification of principal executive officer*
  
32.2Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 

* Filed herewith.

 

** As filed previously.

 

13
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 TRENDMAKER INC. LIMITED
   
Date: October 21, 2021By:/s/ Puan Sri Datin Sri Tan Chin Yee
  Puan Sri Datin Sri Tan Chin Yee
  Chief Executive Officer, Principal Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Date: October 21, 2021By:/s/ Puan Sri Datin Sri Tan Chin Yee
  Puan Sri Datin Sri Tan Chin Yee
  Chief Executive Officer, Principal Executive Officer,
  Principal Financial Officer, Principal Accounting Officer, Director

 

14