Docoh
Loading...

TREN Trend Innovations Holding

Filed: 13 Jul 21, 1:30pm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K

 

[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended March 31, 2021

 

[ ] 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: 333-225433

 

TREND INNOVATIONS HOLDING INC.
(Exact name of small business issuer as specified in its charter)

 

 

 NV737038-4053064 

 

 

 

(State or other jurisdiction of incorporation or organization)

 

(Primary Standard Industrial

Classification Number)

 

(IRS Employer

Identification Number)

 

 

 

 

44A Gedimino avenue, Vilnius, 01110, Lithuania

(Address of principal executive offices and Zip Code)

 

(540) 495-0016

(Registrant’s telephone number, including area code)

 

headoffice@free-cook.com

(Registrant’s email)

 

Securities registered under Section 12(b) of the Exchange Act:
 
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.001 par value TREN OTC Markets
     
Securities registered under Section 12(g) of the Exchange Act:
None

 

 

 

 
 

 

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

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ]        No [X]

 

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 [X]        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 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. [ ]        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”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

    
Large accelerated Filer[   ]Accelerated Filer[   ]
Non-accelerated Filer[X]Smaller reporting company[X]
(Do not check if a smaller reporting company)Emerging growth company[X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [   ]

 

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

Yes [ ]        No [X]

 

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 26,281,600 common shares issued and outstanding as of July 8, 2021.

 

 

 

 

  

 

 

 

 

2 | Page

 
 

 

TABLE OF CONTENTS

 

   
  Page
   
PART I  
   
Item 1.Description of Business.4
Item 1A.Risk Factors.4
Item 1B.Unresolved Staff Comments.5
Item 2Properties.5
Item 3.Legal proceedings.5
Item 4.Mine Safety Disclosures.5
   
PART II  
   
Item 5.Market for Common Equity and Related Stockholder Matters.5
Item 6.Selected Financial Data.6
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.6
Item 7A.Quantitative and Qualitative Disclosures About Market Risk.8
Item 8.Financial Statements and Supplementary Data.8
Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.22
Item 9A (T).Controls and Procedures22
Item 9B.Other Information.23
   
PART III  
   
Item 10Directors, Executive Officers, Promoters and Control Persons of the Company.23
Item 11.Executive Compensation.24
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.24
Item 13.Certain Relationships and Related Transactions, and Director Independence.25
Item 14.Principal Accounting Fees and Services.25
   
PART IV  
   
Item 15.Exhibits25
   
Signatures 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 

 

 

 

3 | Page

 
 

PART I

Item 1. Description of Business

 

Trend Innovations Holding Inc. (formerly FreeCook) is a holding company for innovative websites and mobile apps which are aimed to provide customization and convenience for its users. The company’s office is located at 44A Gedimino avenue, Vilnius, 01110, Lithuania. The phone number is +37052512561 available Monday to Friday from 10:00am to 5:00pm EET (Lithuanian time). The direct phone line of Natalija Tunevic is +15404950016.

 

In summer 2018, Trend Innovations Holding Inc. (formerly FreeCook) started operations with development of a trading platform for users who cook at home and want to sell their food on the Internet and home-cooked food lovers.

 

On June 28, 2019, Trend Innovations Holding Inc. acquired Thy News LLC, an owner of a news application with feed from various sources that users can choose and customize. It is available for free download in Apple AppStore and Google Play Market. Users also will be able to subscribe for additional paid features that extend the functionality of the original app. At the moment of the first release, the app’s news database consisted of 24,000 processed news sources, and as of December 31, 2019 this amount increased for more 75,000 processed sources to a total of 99,000 processed sources. From January 1, 2020 to March 31, 2021 the Company acquired additional 50,000 processed sources. As of March 31, 2021, the users of the app have an opportunity to choose interesting and relevant news feeds from 149,000 processed sources.

 

On July 22, 2019, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State which changed the Company’s name from FreeCook to Trend Innovations Holding Inc.

 

On March 30, 2020, the Company acquired Itnia Co. LLC, a Wyoming limited liability company, an owner of MB Lemalike Innovations. The company provides services in the field of IT consulting using artificial intelligence technologies. Itnia Co. LLC, on behalf of Lemalike Innovations, provides IT consulting services including: i) Project Management and Software Administration; ii) Financial and Asset Management for IT; iii) Service Management for IT; iv) Event Management for IT.

 

On October 19, 2020, Natalija Tunevic, being the sole member of the Board of Directors, appointed Mr. Mikhail Bukshpan to positions of a Director and Chief Operations Officer of Trend Innovations Holding Inc. Ms. Natalija Tunevic also resigned from the position of the Treasurer of the Company and appoint Mr. Bukshpan the Treasurer of Trend Innovations Holding Inc.

 

 

Employees Identification of Certain Significant Employees.

 

The Company has two (2) employees: Natalija Tunevic, who is the President and Director, and Mikhail Bukshpan, who is the Treasurer, COO and Director. There are employment agreements with Ms. Tunevic or Mr. Bukshpan. Compensation for their services is subject to approval by Board of Directors and may be assigned from time to time. Please refer to Item 11 for more details.

 

Offices

 

The Company rents an office at 44A Gedimino avenue, Vilnius, 01110, Lithuania.

 

Government Regulation

 

We will be required to comply with all regulations, rules, and directives of governmental authorities including the US Securities and Exchange Commission and agencies applicable to our business in any jurisdiction with which we would conduct activities. We do not believe that governmental regulations will have a material impact on the way we conduct our business. 

 

Item 1A.  Risk Factors

 

We are dependent on two customers for the majority of our Total Sales Revenue.

 

Our primary customers, UAB "Auleta", and Sparknet Company OU are responsible for generating 52% of our Total Sales Revenue. The loss of these two customers or the reduction in current business operations would have a material adverse effect on us as we would not have sufficient capital to continue operations for an extended period of time. We may be unsuccessful in our continuous efforts to acquire new customers to further diversify the sources of our revenue. 

 

4 | Page

 
 

 

Item 1B. Unresolved Staff Comments

 

Not applicable to smaller reporting companies.

 

Item 2.  Description of Property

 

We do not own any real estate or other properties.  

 

 

PART II

 

Item 3.  Legal Proceedings

We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.

Item 4.  Mine Safety Disclosures

 

Not applicable.

 

Item 5. Market for Common Equity and Related Stockholder Matters      

Market Information

The common shares of the Company are traded on OTC Markets under the ticker symbol of TREN.

 

Number of Holders

 

As of July 8, 2021, the 26,281,600 issued and outstanding shares of common stock were held by a total of 93 shareholders of record.

 

Dividends

No cash dividends were paid on our shares of common stock during the fiscal year ended March 31, 2021 and 2020.

 

Recent Sales of Unregistered Securities

 

The Company has 255,000,000, $0.001 par value shares of common stock authorized.

 

Upon the transaction on March 30, 2020 between the Company and Itnia Co. LLC, the additional 150,000 of FreeCook restricted common stock were issued and outstanding. Upon the forward split, the amount resulted in 3,000,000 restricted shares.

 

There were 26,281,600 shares of common stock issued and outstanding as of July 8, 2021.

 

Purchase of our Equity Securities by Officers and Directors

 

On December 27, 2017, the Company offered and sold 2,000,000 restricted shares of common stock to our president and director, Natalija Tunevic, for a purchase price of $0.001 per share, for aggregate offering proceeds of $2,000 and on January 16, 2018, the Company offered and sold 2,000,000 restricted shares of common stock to our president and director, Natalija Tunevic, for a purchase price of $0.001 per share, for aggregate offering proceeds of $2,000, pursuant to Section 4(2) of the Securities Act of 1933 as she is a sophisticated investor and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of these shares and general solicitation was not made to anyone. On July 22, 2019, the Board of Directors resolved to perform a cancellation procedure of 3,950,000 restricted shares of the Company. As a result of the cancellation, the number of restricted shares of the Company shall be adjusted from 4,000,000 shares to 50,000 shares (fifty thousand shares). The Board of Directors, along with the majority shareholder of the Company, resolved on July 22, 2019 to increase the number of authorized shares from 75,000,000 to 255,000,000 shares, 5,000,000 of which shall be designated as Preferred Shares. On July 22, 2019, the Board of Directors, along with the majority stockholder, resolved that the 5,000,000 Preferred Shares shall have 5 voting rights and shall be issued to Natalija Tunevic in exchange for the cancelled 3,950,000 restricted shares that Ms. Tunevic owned previously; each one share of Preferred Shares shall have the voting rights of five outstanding common shares.

5 | Page

 
 

Other Stockholder Matters

 

None.

 

Item 6. Selected Financial Data

 

Not applicable to smaller reporting companies.

 

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-looking statements

 

Statements made in this Form 10-K that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

Financial information contained in this report and in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

 

The following discussion and analysis of our financial condition and results of operations for the years ended March 31, 2019 and 2018 should be read in conjunction with the Financial Statements and corresponding notes included in this Annual Report on Form 10-K. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors and Special Note Regarding Forward-Looking Statements in this report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “target”, “forecast” and similar expressions to identify forward-looking statements.

 

RESULTS OF OPERATIONS

 

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

 

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

FISCAL YEAR ENDED MARCH 31, 2021 COMPARED TO FISCAL YEAR ENDED MARCH 31, 2020

 

The increase in revenue and operating expenses is a result of Thy News LLC and Itnia Co. LLC Acquisition in 2021 and 2020, respectively.

 

Our net losses for the fiscal years ended March 31, 2021 and 2020 were $248,022 and $69,593. During fiscal years ended March 31, 2021 and 2020 the Company generated total revenue of $1,214,106 and $717,450, respectively.

 

During the fiscal year ended March 31, 2021, we incurred total operating expenses of $232,918 compared to $325,927 incurred during fiscal year ended March 31, 2020.

 

The operating expenses for the year ended March 31, 2021, included depreciation expense of $56,754; general and administrative expenses of $151,031; professional fees of $24,338 and rent expense of $795.  

6 | Page

 
 

The operating expenses for the year ended March 31, 2020, included application development expense of $27,040; depreciation expense of $39,102; general and administrative expenses of $229,350; professional fees of $29,370 and rent expense of $1,065.  

 

The weighted average number of shares outstanding was 26,281,600 for the fiscal year ended March 31, 2021 and 1,017,495 for the fiscal year ended March 31, 2020.

 

LIQUIDITY AND CAPITAL RESOURCES AND CASH REQUIREMENTS

 

FISCAL YEAR ENDED MARCH 31, 2021 and 2020

 

As of March 31, 2021, our total assets were $868,680 comprised of $672,704 in current assets, $23,205 in fixed assets; $170,833 in intangible assets; $1,938 in other assets and our total liabilities were $1,136,761.

 

As of March 31, 2020, our total assets were $418,872 comprised of $147,264 in current assets; $51,033 in fixed assets; $218,300 in intangible assets; $2,275 in other assets and total liabilities were $456,558.

 

Stockholders’ equity increased from $(37,686) as of March 31, 2020 to $(265,796) as of March 31, 2021.  

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

For the fiscal year ended March 31, 2021, net cash flows used in operating activities was $(16,169). As of March 31, 2020, net cash flows used in operating activities was $130,718.

 

CASH FLOWS FROM INVESTING ACTIVITIES

For the fiscal year ended March 31, 2021, net cash flows used in investing activities was $21,368. As of March 31, 2020, net cash flows used in investing activities was $(271,374).

 

CASH FLOWS FROM FINANCING ACTIVITIES

For the fiscal year ended March 31, 2021, net cash from financing activities was $27,864 consisting of loan from related parties. As of March 31, 2020, net cash from financing activities was $167,855 consisting of capital stock issued and loan from related parties.

 

There is no assurance that our company will be able to obtain further funds required for our continued working capital requirements.

 

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon public offering and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

 

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited consolidated financial statements, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 

Limited operating history; need for additional capital

 

There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have generated limited revenues since inception. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

 

Off-Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 
 

 

7 | Page

Item 7A. Quantitative and Qualitative Disclosures about Market Risk   

 

Not applicable to smaller reporting companies.

 

Item 8. Financial Statements and Supplementary Data   

 

 

 

 

 

 

 

 

 

 

 

 

8 | Page

 
 

TREND INNOVATIONS HOLDING INC.

 

FINANCIAL STATEMENTS

 

For the year ended March 31, 2021 and March 31, 2020

 

Table of Contents

 

  Page
Report of Independent Registered Public Accounting Firm 10
   
Balance Sheets as of March 31, 2021 and March 31, 2020 11
   
Statements of Operations for the year ended March 31, 2021 and 2020 12
   
Statement of Stockholders’ Equity as of March 31, 2021 and 2020 13
   
Statements of Cash Flows for the year ended March 31, 2021 and 2020 14
   
Notes to Financial Statements 15

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

9 | Page

 
 

 

 

 im2

 

Report of Independent Registered Public Accounting Firm

 

 

To the Shareholders and the Board of Directors Trend Innovations Holding Inc. (Formerly FreeCook)

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Trend Innovations Holding Inc. (Formerly FreeCook). (the “Company”) as of March 31, 2021, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the fiscal year ended March 31, 2021, and the related notes and schedules (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 March 31, 2021 and the results of its operations and its cash flows for the fiscal year ended March 31, 2021, in conformity with the accounting principles generally accepted in the United States of America.

 

Basis of 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 audit. 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 audit 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 audit, 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 audit 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 audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Going Concern Uncertainty

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s recurring losses from operations and accumulated deficit raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Critical Audit Matters

 

Concentration of risk

 

As discussed in Note11 to the financial statements, The Company is potentially subject to concentration

risk in its sales revenue and from two major customer.

 

Major Customer

 

The Company has two major customers that accounted for approximately 52% and $622,999 of sales for the year ended March 31, 2021. The Company expects to maintain this relationship with the customers.

 

We identified the Company’s concentration risk in its sales revenue and from two major customers as a critical audit matter.

 

The procedures performed to address the matter included;

Testing the sales invoices and collections of revenue during the year, confirming the accounts receivable at year end, examining subsequent cash collections and inquiry of the Company’s risk management.

 

 im1

 

DylanFloyd Accounting & Consulting

We have served as the Company's auditor since 2019. Newhall, California

July 8, 2021

 

 

  

10 | Page

 
 

 

 

TREND INNOVATIONS HOLDING INC.

Consolidated Balance Sheets 

 March 31, 2021 March 31, 2020 
ASSETS    
    Current Assets    
       Cash and cash equivalents60,364 27,301 
       Prepaid Expenses256,039 9,243 
Loan Receivable291,363 80,977 
       Accounts Receivable63,629 29,574 
Purchase of goods for resale 114 
       Retainer Asset 55 
Prepaid Taxes1,309 1,099 
    Total Current Assets672,704 148,363 
    Fixed Assets    
       Accumulated depreciation(12,015) (5,555) 
       Furniture and Equipment1,500 1,500 
Vehicles33,720 55,088 
    Total Fixed Assets23,205 51,033 
Intangible Assets    
       Accumulated depreciation(83,928) (36,461) 
App Development Cost97,400 97,400 
RSS Database149,000 149,000 
Website Development8,361 8,361 
    Total Intangible Assets170,833 218,300 
    Other Assets    
Deferred expenses1,938 1,955 
Right-of-use asset – Lease 320 
    Total Other Assets1,938 2,275 
TOTAL ASSETS868,680 419,971 
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)    
    Liabilities    
       Current Liabilities    
Accrued Liabilities1,167 13,547 
Accrued Payroll72,554  
Accounts Payable270,923 50,817 
Loan from Related Parties (note 6)207,918 241,227 
Convertible Notes Payable (note 7)60,000  
Loan Payable6,921  
Notes payable - Related Party149,000 149,000 
Retainers from Customers375,199 2,746 
Lease Liabilities - Short-term 320 
       Total Current Liabilities1,143,682 457,657 
    Total Liabilities1,143,682 457,657 
    Stockholder’s Equity (Deficit)    

Preferred stock, $0.001 par value, 5,000,000 shares authorized;

5,000,000 and 0 common shares issued and outstanding respectively

3,950  

Common stock, $0.001 par value, 250,000,000 shares authorized;

26,281,600 and 1,064,080 common shares issued and outstanding respectively

26,282 1,064 
Additional paid in capital293 28,288 
Accumulated other comprehensive income9,533  
Accumulated deficit(315,060) (67,038) 
    Total Stockholder’s Equity (Deficit)(275,002) (37,686) 
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)868,680 419,971 

 

 

The accompanying notes are an integral part of these financial statements.

 

11 | Page

 

 

 
 

 

 

TREND INNOVATIONS HOLDING INC.

Consolidated Statements of Operations 

 

 

Year ended

March 31, 2021

 

Year ended

March 31, 2020

ORDINARY INCOME/EXPENSE   
Income     
Sales$1,214,106 $717,450
TOTAL INCOME 1,214,106  717,450
COGS 1,230,642  461,116
GROSS PROFIT (16,536)  256,334
      
OPERATING EXPENSES     
Application Development Expense   27,040
Depreciation Expense 56,754  39,102
General and Administrative Expenses 151,031  229,350
Professional Fees 24,338  29,370
Rent Expenses 795  1,065
TOTAL OPERATING EXPENSES 232,918  325,927
      
OTHER (EXPENSES) INCOME$1,432 $
      
NET INCOME (LOSS) FROM OPERATIONS (248,022)  (69,593)
      
PROVISION FOR INCOME TAXES   
      
NET INCOME (LOSS)$(248,022) $(69,593)
      
Other comprehensive income (loss):     
Foreign currency translation adjustment$9,533 $
      
COMPREHENSIVE INCOME (LOSS)$(238,489) $
      
NET LOSS PER SHARE: BASIC AND DILUTED$(0.00) $(0.00)
      

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:

BASIC AND DILUTED

 26,281,600  1,017,495

 

 

 

 

 

See accompanying notes, which are an integral part of these financial statements

 

 

12 | Page

 

 

 

 

 
 

 

TREND INNOVATIONS HOLDING INC.

Consolidated Statements of Stockholders’ Equity

As of March 31, 2021 

 

          
 Common StockPreferred Stock

Additional Paid-in Capital

 Accumulated other comprehensive incomeAccumulated Deficit

Total Stockholders’ Equity

 SharesAmountSharesAmount    
         

Balance,

March 31, 2019

5,014,080$     5,014           —$      $   24,338$                 $     (78,964)$      (49,612)
Shares issued50,00050(50)
Return of common stock(4,000,000)(4,000)           —      4,000                 
Net loss for the year ended March 31, 2020      (69,593)(69,593)
Retained earnings of Subsidiary81,51981,519

Balance,

March 31, 2020

1,064,080$     1,064           —$      $    28,288$                 $    (67,038)$    (37,686)
Common Shares issued25,217,52025,218(25,218)
Preferred Shares issued5,000,0003,950(3,950)
Capital contribution1,173 1,173
Foreign currency translation adjustment9,5339,533
Net loss for the year ended March 31, 2021(248,022)(248,022)

Balance,

March 31, 2021

26,281,600$   26,2825,000,000$ 3,950$         293$            9,533$   (315,060)$  (275,002)
          

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

13 | Page

 

 

 

 
 

 

TREND INNOVATIONS HOLDING INC.

Consolidated Statements of Cash Flows

 

  

Year ended

March 31, 2021

  

Year ended

March 31, 2020

OPERATING ACTIVITIES     
Net Income$(248,022) $(69,593)
    Foreign currency translation adjustment 9,533  
Adjustments to reconcile Net Income to net cash used in operations:     
Accumulated depreciation 53,927  36,940
Accounts Payable 220,106  191,298
Accounts Receivables (34,055)  (3,852)
Accrued Liabilities (12,380)  9,771
Accrued Payroll 72,554  
Deferred expenses 17  (1,955)
Net VAT Payable   (4,056)
Loan Receivable (210,386)  (80,976)
Loan Payable 6,921  
Retainers from Customers 372,453  (19,091)
Prepaid expenses (246,796)  72,285
Prepaid taxes (210)  
Prepaid rent 55  61
Purchase of goods for resale 114  (114)
Net cash used in Operating Activities (16,169)  130,718
INVESTING ACTIVITIES     
App development cost$ $(97,400)
RSS Database   (149,000)
Business combination, net of cash acquired   28,799
Furniture and Equipment   1,315
Vehicles acquisition cost 21,368  (55,088)
Net cash provided by Investing Activities 21,368  (271,374)
FINANCING ACTIVITIES     
Additional paid in capital$1,173 $
Loan from Related Parties 26,691  167,855
Net cash provided by Financing Activities 27,864  167,855
Net cash increase for period$33,063 $27,199
Cash at beginning of period$27,301 $102
Cash at end of period$60,364 $27,301
      
Supplemental disclosure of non-cash investing and financing activities:     
Right-of-use assets obtained in exchange for lease obligations$(320) $320
      

 

 

 

 

The accompanying notes are an integral part of these financial statements.

14 | Page

  

 
 

 

TREND INNOVATIONS HOLDING INC.

NOTES TO THE FINANCIAL STATEMENTS

As of March 31, 2021

(Audited)

 

Note 1 – ORGANIZATION AND NATURE OF BUSINESS

 

Trend Innovations Holding Inc. is a holding company for innovative websites and mobile apps which are aimed to provide customization and convenience for its users. The Company is constantly working on completing relevant tasks in IT consulting and introducing artificial intelligence to regular users. We make our customers' businesses more visual, manageable and predictable, which ultimately leads to increased profitability.

 

Our principal office address is located at 44A Gedimino avenue, Vilnius, 01110, Lithuania.

 

Sale and Purchase of Ownership Interest Agreement

 

On June 28, 2019 Trend Innovations Holding Inc. (formerly FreeCook) a Nevada corporation (“Buyer”, “Company”), entered into a Sale and Purchase of Ownership Interest Agreement with ThyNews Tech LLC, a Wyoming corporation, (“Thynews Tech” or the “Seller”), wherein Trend Innovations Holding Inc. (formerly FreeCook) purchased 100% of the ownership of Thynews Tech. Upon completion of the Agreement, Trend Innovations Holding Inc. (formerly FreeCook) agreed to deliver to Thynews Tech’s owners a cumulative total of one hundred thousand (100,000) restricted shares of Trend Innovations Holding Inc. treasury valued at One Dollar ($1.00) per share. The shares were to be delivered to Thynews Tech within 60 days following the execution of the agreement. Additionally, Trend Innovations Holding Inc. provided to Thynews Tech’s owners, as consideration, a Promissory Note in the amount of One Hundred Thousand United States Dollars ($100,000 US). Trend Innovations Holding Inc. acquired 100% of the ownership of duly and validly issued, fully paid and non-assessable ownership interest of ThyNews Tech LLC, including ThyNews Application. Prior to the transaction, Trend Innovations Holding Inc. had 5,014,080 shares of common stock issued and outstanding. Upon the transaction, the additional 100,000 of Trend Innovations Holding Inc. common stock will be issued and outstanding. Upon the issuance of shares to Thynews, there will be 5,014,080 shares of common stock issued and outstanding.

 

On March 30, 2020 Trend Innovations Holding Inc (formerly FreeCook)., being represented by its President and Director, Natalija Tunevic, entered into Sale and Purchase of Ownership Interest Of 100% of Itnia Co. LLC, a Wyoming limited liability company which owns 100% of MB Lemalike Innovations, a Lithuanian IT consulting company with Mikhail Bukshpan. Upon completion of the Agreement, Trend Innovations Holding Inc. agrees to deliver to Itnia Co. LLC’s owners a cumulative total of one hundred fifty thousand (150,000) restricted shares of Trend Innovations Holding Inc. treasury valued at One Dollar ($1.00) per share. The shares will be delivered to Mr. Bukshpan within the mutually agreed upon time frame following the execution of the agreement. Additionally, Trend Innovations Holding Inc. shall provide to Mr. Bukshpan, as consideration, a Promissory Note in the amount of One Hundred and Fifty Thousand United States Dollars ($150,000 US).

 

MB Lemalike Innovations

 

MB ‘Lemalike Innovations’, formerly known as MB ‘Repia’, was incorporated in Lithuania on October 9, 2017. The company was originally engaged in providing business and other consulting services for the companies intending to seek for new markets outside Lithuania. Recently the company has also been developing in the IT direction. In providing consultations, Lemalike Innovations helped enterprises in the Baltic countries looking for export opportunities. Lemalike Innovations is currently working to enter the area of implementing and consulting on the matter of Artificial Intelligence technologies.

 

On January 31, 2020, Mr. Mikhail Bukshpan became the director of the entity. On March 10, 2020, he merged Lemalike Innovations into his limited liability company, Itnia Co. LLC. Upon that, on March 30, 2020, Itnia Co. LLC merged into Trend Innovations Holding Inc. and became a part of the holding.

 

The company’s registered office is located at Sv. Stepono g. 27D-2, LT-01315 Vilnius, Lithuania.

 

 

15 | Page

 
 

Note 2 – GOING CONCERN

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), which contemplate continuation of the Company as a going concern. However, the Company had limited revenues and recurring losses as of March 31, 2021. The Company has not completed its efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

 

Note 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

 

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year end is March 31.

 

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Application Development Costs

The Company follows the provisions of ASC 985, Software, which requires that all costs relating to the purchase or internal development and production of software products to be sold, leased or otherwise marketed, be expensed in the period incurred unless the requirements for technological feasibility have been established. The Company capitalizes all eligible software costs incurred once technological feasibility is established. The Company amortizes these costs using the straight-line method over a period of three years, which is the remaining estimated economic life of the costs. At the end of each reporting period, the Company writes down any excess of the unamortized balance over the net realizable value.

 

Depreciation, Amortization, and Capitalization

The Company records depreciation and amortization when appropriate using straight-line method over the estimated useful life of the assets. We estimate that the useful life of equipment is 5 years and website development is 1 year. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriate accounts and the resultant gain or loss is included in net income.

 

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

 The Company had $60,364 of cash as of March 31, 2021.

 

Prepaid Expenses

Prepaid expenses are amounts paid to secure the use of assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses are eventually consumed, they are charged to expense. Prepaid Expenses are recorded at fair market value.

 

The Company’s subsidiary Itnia Co. LLC had $256,039 in prepaid expenses as of March 31, 2021 (March 31, 2020 – $9,243). Prepaid expenses consist of prepaid goods for resale and services.

 

Lease

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets.

 

 

16 | Page


 
 

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, The Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

Website Development Costs

The Company amortizes these costs using the straight-line method over a period of one years, which is the remaining estimated economic life of the costs. At the end of each reporting period, the Company writes down any excess of the unamortized balance over the net realizable value.

 

Foreign Currency Translation

The Company considers the U.S. dollar to be its functional currency as it is the currency of the primary economic environment in which the Company operates. All assets, liabilities, revenues and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. All exchange gains and losses are included in operations.

 

For the year ended March 31, 2021, foreign currency transaction gain was $9,533.

 

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 

Revenue Recognition

The Company adopted Accounting Standards Codification (“ASC”) 606. ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.

 

The Company has assessed the impact of the guidance by performing the following five steps analysis:

 

Step 1: Identify the contract

Step 2: Identify the performance obligations

Step 3: Determine the transaction price

Step 4: Allocate the transaction price

Step 5: Recognize revenue

 

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue.

 

Revenue from supplies of consulting services is recognized when title and risk of loss are transferred and there are no continuing obligations to the customer. Title and the risks and rewards of ownership transfer to and accepted by the customer when the services are collected by the customer at the Company’s office. Revenue is recorded net of sales discounts, returns, allowances, and other adjustments that are based upon management’s best estimates and historical experience and are provided for in the same period as the related revenues are recorded. Based on limited operating history, management estimates that there was no sales return for the period reported.

 

The Company derives its revenue from direct sales to individuals and business companies. Generally, the Company recognizes revenue when services are sold and accepted by the customers and there are no continuing obligations to the customer.

 

 

 

17 | Page


 
 

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the period from November 6, 2017 (inception) through March 31, 2021, there were no potentially dilutive debt or equity instruments issued or outstanding.

 

Comprehensive Income

Comprehensive income is defined as all changes in stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. For the year ended March 31, 2021, our net loss was $248,022 and comprehensive loss was $238,489.

 

COVID-19 Risks, Impacts and Uncertainties

Our company may be subject to the risks arising from COVID-19's impacts on the IT industry. Our management believes that these impacts, which include but are not limited to the following, may have a negative effect on our financial position, results of operations, and cash flows: (i) prohibitions or limitations on in-person activities associated with meetings; (ii) lack of consumer desire for incurring additional expenses during these times; and (iii) deteriorating economic conditions, such as increased unemployment rates. In addition, we have considered the impacts and uncertainties of COVID-19 in our use of estimates in preparation of our consolidated financial statements. These estimates include, but are not limited to, likelihood of achieving performance conditions under performance-based equity awards, net realizable value of inventory, and the fair value of reporting units and goodwill for impairment.

 

In Spring of 2020, a lot of governments around the world issued lockdown orders prohibiting their respective citizens from working in the offices and arranging face-to-face meetings. There also were instances of reducing number of hours available to each employee. These actions were taken in response to the economic impact of COVID-19 on business areas resulted in a reduction of productivity for the year 2020. Due to the online nature of the company’s operations, our regular course of business did not incur significant changes. However, the company’s clients and third parties had to adjust their operations which resulted in a decreased number of agreements.

 

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

 

In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This guidance changes how companies account for certain aspects of share-based payments to employees. Among other things, under the new guidance, companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in-capital (“APIC”), but will instead record such items as income tax expense or benefit in the income statement, and APIC pools will be eliminated. Companies will apply this guidance prospectively. Another component of the new guidance allows companies to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards, whereby forfeitures can be estimated, as required today, or recognized when they occur. If elected, the change to recognize forfeitures when they occur needs to be adopted using a modified retrospective approach. The amendment is effective for public entities for fiscal years beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of this guidance, if any, on its financial statements and related disclosures.

 

 

Note 4 – FIXED ASSETS

 

As of March 31, 2021, our fixed assets comprised of $1,500 in equipment and $33,720 in vehicles. Depreciation expense of equipment was $12,015 as of March 31, 2021.

 

Note 5 – INTANGIBLE ASSETS

 

As of March 31, 2021, the total amount of website development was $8,361. Depreciation expense of website development was $8,361 as of March 31, 2021.

 

18 | Page

 

 
 

 

As of March 31, 2021, the unamortized balance of the costs related to the purchase or internal development and production of software to be sold, leased, or otherwise marketed was $97,400, which is deemed to be equal to the net realizable value, and is included within Application Development Costs in the balance sheet. Depreciation expense of application development was $56,817 as of March 31, 2021.

 

As of March 31, 2021, the total amount of Capitalized Application Development Costs was $40,583.

 

In December 2019 and March 2020, the Company purchased an RSS Database. As of March 31, 2021, the total amount of RSS Database was $149,000. Depreciation expense of RSS Database was $18,750 as of March 31, 2021.

 

Note 6 – RELATED PARTY TRANSACTIONS

 

During the period from November 6, 2017 (inception) through March 31, 2021, our president has loaned to the Company $83,328. This loan is unsecured, non-interest bearing and due on demand.

 

The Company’s subsidiary Thynews Tech LLC received $124,590 as advances from related parties as of March 31, 2021. The advances are interest-free and due on demand.

 

The Company’s subsidiary Itnia Co. LLC received $(25,852) as advances from related parties as of March 31, 2021. The advances are interest-free and due on demand.

 

As of March 31, 2021, the Company has an outstanding debt to Mr. Mikhail Bukshpan, our Treasurer, COO and Director, who is also the owner of Itina Co. LLC. The amount of such debt is $149,000.

 

Note 7 – THIRD PARTY TRANSACTIONS

 

On January 11, 2021, Natalija Tunevic, assigned her $60,000 loan to Mr. Oleg Sapojnicov. A conversion clause was added to the Note. Conversion may take place after a lockup period of 60 days following the issue of the note. The conversion price shall be at market share price on the day of conversion subject to a 40% discount.

 

Note 8 – COMMON STOCK

 

Preferred Stock

 

The Company has 5,000,000, $0.001 par value shares of preferred stock authorized as of March 31, 2021.

 

There were 5,000,000 shares of preferred stock issued and outstanding as of March 31, 2021.

 

Common Stock

 

The Company has 250,000,000, $0.001 par value shares of common stock as of March 31, 2021.

 

There were 23,281,600 shares of common stock issued and outstanding as of March 31, 2021.

 

Warrants

 

No warrants were issued or outstanding as of March 31, 2021.

 

Stock Options

 

The Company has never adopted a stock option plan and has never issued any stock options.

 

Note 9 – COMMITMENTS AND CONTINGENCIES

 

The Company rents an office at 44A Gedimino avenue, Vilnius, 01110, Lithuania.

 

19 | Page

 

 
 

Note 10 – INCOME TAXES

 

The Company adopted the provisions of uncertain tax positions as addressed in ASC 740 “Income Taxes” (“ASC 740”). As a result of the implementation of ASC 740, the Company recognized no increase in the liability for unrecognized tax benefits. As of March 31, 2021, the Company had net operating loss carry forwards of approximately $315,060 that may be available to reduce future years’ taxable income in varying amounts through 2039. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

 

The valuation allowance at March 31, 2021, was approximately $66,163. The net change in valuation allowance during the year ended March 31, 2021, was $(52,085). In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. 

 

The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of March 31, 2021. All tax years since inception remain open for examination by taxing authorities.

The provision for Federal income tax consists of the following: 

 

For the years ended March 31, 2021 and 2020, the provision for Federal income tax consists of the following:

 

  March 31, 2021   March 31, 2020 
Non-current deferred tax assets:       
Net operating loss carry forward$(315,060) $(67,038)
Total deferred tax assets (66,163)  (14,078)
Valuation allowance$66,163  $14,078 
Net deferred tax assets$-  $- 

 

 

The actual tax benefit at the expected rate of 21% differs from the expected tax benefit for the years ended March 31, 2021 and 2020, as follows:

 

  March 31, 2021   March 31, 2020 
Computed “expected” tax expense (benefit) 52,085   2,504 
Change in valuation allowance$(52,085) $(2,504)
Actual tax expense (benefit) -   - 

 

 

The related deferred tax benefit on the above unutilized tax losses has a full valuation allowance not recognized against it as there is no certainty of its realization. Management has evaluated tax positions in accordance with ASC 740 and has not identified any significant tax positions, other than those disclosed.

 

NOTE 11 - CONCENTRATION RISK

 

The Company is potentially subject to concentration risk in its sales revenue.

 

Major Customer

The Company has two major customer that accounted for approximately 52% and $622,999 of sales for the year ended March 31, 2021. The Company expects to maintain this relationship with the customer.

 

Note 12 – SUBSEQUENT EVENTS

 

In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to March 31, 2021, through the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

 

20 | Page

 
 

 

On April 1, 2021, Natalija Tunevic, assigned her $50,000 loan to Mr. Serhii Cherniienko.

A conversion clause was added to the Note, pursuant to which, the $50,000 loan is convertible, at any time after six months, at the discretion of Mr. Serhii Cherniienko, into shares of the Company’s Common Stock at a fixed conversion price of $0.01 per share.

 

On May 3, 2021, Natalija Tunevic, assigned her $25,000 loan to Mr. Oleg Sapojnicov.

A conversion clause was added to the Note, pursuant to which, the $25,000 loan is convertible, at any time after six months, at the discretion of Mr. Oleg Sapojnicov, into shares of the Company’s Common Stock at a fixed conversion price of $0.01 per share.

 

On June 1, 2021, Mikhail Bukshpan, assigned his $50,000 debt to Ms. Jurgita Bizonaite.

A conversion clause was added to the Note, pursuant to which, the $50,000 debt is convertible, at any time after six months, at the discretion of Ms. Jurgita Bizonaite, into shares of the Company’s Common Stock at a fixed conversion price of $0.01 per share.

 

 

 

 

 

 

 

 

 

 

 

21 | Page

 
 

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None

 

Item 9A (T). Controls and Procedures

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of March 31, 2021. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

 

Management’s Report on Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is 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 accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of March 31, 2021, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of March 31, 2021, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

 

 22 | Page

 
 

 

 

1.We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
2.We did not maintain appropriate cash controls – As of March 31, 2021, the Company has not maintained sufficient internal controls over financial reporting for cash, including failure to segregate cash handling and accounting functions, and did not require dual signatures on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in its bank accounts.
3.We did not implement appropriate information technology controls – As at March 31, 2021, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

 

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

 

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2021, based on criteria established in Internal Control- Integrated Framework issued by COSO.

 

Changes in Internal Controls over Financial Reporting

 

There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Item 9B. Other Information

 

None

 

PART III

 

Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company

 

DIRECTORS AND EXECUTIVE OFFICERS

 

The name, age and titles of our executive officers and directors are as follows:

 

     

Name and Address of Executive

   Officer and/or Director

 Age Position
     
Natalija Tunevic 62 President and Director
Mikhail Bukshpan 46 Director and Treasurer

 

From November 6, 2017 to present, Natalija Tunevic has acted as our President, Treasurer, Secretary and Director. From 2006 to 2016, Ms. Tunevic was developing her experience in cooking industry and organizing masterclasses while also being a Senior Social Worker of Republic of Lithuania.

 

From October 19, 2020 to present, Mikhail Bukshpan has acted as our Treasurer, Chief Operations Officer and Director. From August 2019, Mr. Bukshpan has acted as an owner of Itnia Co. LLC, a Wyoming limited liability company designed to operate in the field of creating databases. From July 2016 to present, Mr. Bukshpan worked as a Content Manager Specialist at iGotOffer and was responsible for maintaining the company’s web appearance.

 

 

 

23 | Page

 
 

AUDIT COMMITTEE

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.

 

SIGNIFICANT EMPLOYEES

 

We have no employees other than our President and Director, Ms. Tunevic, and our Treasurer, COO and Director, Mr. Bukshpan.

 

Item 11. Executive Compensation

 

The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officers for the years ended March 31, 2021 and 2020:

 

Summary Compensation Table

 

Name and

Principal

Position

Year

 

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

All Other

Compensation

($)

All Other

Compensation

($)

Total

($)

Natalija Tunevic President and DirectorMarch 31, 202127,00020,000-0--0--0--0--0-47,000
March 31, 2020-0--0--0--0--0--0--0--0-
Mikhail Bukshpan Director and TreasurerMarch 31, 202124,000-0--0--0--0--0--0-24,000
March 31, 2020-0--0--0--0--0--0--0--0-

 

 

There are no current employment agreements between the Company and its officer.

 

Ms. Tunevic currently devotes all of her time to manage the affairs of the Company. She has agreed to work with no remuneration until such time as the Company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.

 

There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries, if any.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth certain information as of March 31, 2021, concerning the number of shares of common stock beneficially owned by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer.  Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

 

       
Title of Class Name and Beneficial Owner Amount and Nature of Beneficial Ownership Percentage of class
       
Common Stock Natalija Tunevic 1,000,000 3.8%
Preferred Stock Natalija Tunevic 5,000,000 100%
Common Stock Mikhail Bukshpan 3,000,000  11.4%

 

 

The percent of class is based on 26,281,600 shares of common stock and 5,000,000 of preferred stock issued and outstanding as of the date of this annual report.

 

24 | Page


 
 

Item 13. Certain Relationships and Related Transactions

 

There are no promoters of the company, and have been none, as defined in Item 404(c)(1)(i) of Regulation S-K, other than the Company’s director Natalija Tunevic.

 

During the year ended March 31, 2021, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.

 

As of March 31, 2021, our director had loaned $68,328 ($105,310 as of March 31, 2020) to the Company to provide working capital for its business operations. The loan is unsecured, non-interest bearing and due on demand.

 

The Company’s subsidiaries received $99,724 as advances from related parties as of March 31, 2021 ($135,917 as of March 31, 2020). The advances are interest-free and due on demand.

 

Item 14. Principal Accountant Fees and Services 

 

During fiscal year ended March 31, 2021, we incurred approximately $17,750 in fees to our principal independent accountants for professional services rendered in connection with the audit of our March 31, 2020 financial statements and for the reviews of our financial statements for the quarters ended June 30, 2020, September 30, 2020 and December 31, 2020.

 

 

 

PART IV

 

Item 15. Exhibits

 

The following exhibits are included as part of this report by reference:

 

   
31.1  Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
   
32.1  Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

 

 

 

SIGNATURES

  

In accordance with the requirements of the Securities Act of 1933, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  

Dated: July 13, 2021TREND INNOVATIONS HOLDING INC.
 
By:/s/Natalija Tunevic
 Name:Natalija Tunevic 
 Title:President and Director
  (Principal Executive, Financial and Accounting Officer)

 

 

 

 

25 | Page