UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q/A

 

Amendment #1


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


For the quarterly period ended September 30, 2015


or


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


For the transition period from to   __ to  ____


Commission File Number: 000-51815


WEYLAND TECH, INC.

(Exact name of registrant as specified in its charter)


Delaware

20-1945139

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

Hong Kong HKSAR

9/F, The Wellington

198 Wellington Street

Central, Hong Kong SAR

(Address of principal executive offices, including Zip Code)

 

+852 9316 6780

(Registrant’s telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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.   [X] 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 (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     [X] Yes   [   ] No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See 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 [   ] 

Smaller reporting company [X]

(Do not check if a smaller reporting company)

 

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


APPLICABLE ONLY TO CORPORATE ISSUERS:


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


Class

Outstanding as of November 11, 2015

Common stock, $0.00001 par value

12,626,324



Explanatory Note


The purpose of this Amendment No. 1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the Securities and Exchange Commission on November 23, 2015, is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).


No other changes have been made to the Form 10-Q.  This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.


Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.



ii

ITEM 3. EXHIBITS

Exhibit No.

 

Description

 

 

 

31.1

 

Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

 

Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

 

Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

 

Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 

Weyland Tech, Inc.

 

January 5, 2015

/s/ Brent Y Suen

Brent Y Suen

President, Chief Executive  Officer

(Principal Executive Officer)




1





Exhibit 31.1


CERTIFICATIONS


I, Brent Suen, certify that:


 

1.

I have reviewed this amended quarterly report on Form 10-Q/A of Weyland Tech, Inc.;

 

 

 

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

 

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

 

 

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

 

 

 

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

 

 

 

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

 

 

 

 

 

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

 

 

 

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

 

 

 

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

 

 

 

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

 

 

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: January 5, 2015

 

  

 

/s/ Brent Suen

 

Brent Suen

 

Chief Executive Officer and President

 

(Principal Executive Officer)

 







Exhibit 31.2


CERTIFICATIONS


I, Lionel Choong, certify that:


 

1.

I have reviewed this amended quarterly report on Form 10-Q of Weyland Tech, Inc.;

 

 

 

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

 

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

 

 

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

 

 

 

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

 

 

 

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

 

 

 

 

 

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

 

 

 

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

 

 

 

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

 

 

 

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

 

 

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: January 5, 2015

 

  

 

/s/ Lionel Choong

 

Lionel Choong

 

Chief Financial Officer

 

(Principal Financial and Accounting Officer)

 







Exhibit 32.1


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002


     The undersigned, Brent Suen, the Chief Executive Officer of Weyland Tech, Inc. (the “Company”), DOES HEREBY CERTIFY that:


     1. The Company’s Amended Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2015 (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and


     2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.


     IN WITNESS WHEREOF, each of the undersigned has executed this statement this 5th day of January, 2015.


 

/s/ Brent Suen

 

Brent Suen

 

Chief Executive Officer and President

 

(Principal Executive Officer)


A signed original of this written statement required by Section 906 has been provided to Weyland Tech, Inc. and will be retained by Weyland Tech, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.


The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.









Exhibit 32.2


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002


     The undersigned, Lionel Choong, the Chief Financial Officer of Weyland Tech, Inc. (the “Company”), DOES HEREBY CERTIFY that:


     1. The Company’s Amended Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2105 (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and


     2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.


     IN WITNESS WHEREOF, each of the undersigned has executed this statement this 5th day of January, 2015.


 

/s/ Lionel Choong

 

Lionel Choong

 

Chief Financial Officer

 

(Principal Financial Officer)


A signed original of this written statement required by Section 906 has been provided to Weyland Tech, Inc. and will be retained by Weyland Tech, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.


The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.








v3.3.1.900
Document and Entity Information - shares
 9 Months Ended
Sep. 30, 2015
Nov. 11, 2015
Share subscriptions received    
Entity Registrant Name Weyland Tech, Inc.  
Entity Central Index Key 0001335112  
Document Type 10-Q  
Document Period End Date Sep. 30, 2015  
Amendment Flag true  
Current Fiscal Year End Date --12-31  
Is Entity a Well-known Seasoned Issuer? No  
Is Entity a Voluntary Filer? No  
Is Entity's Reporting Status Current? Yes  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   12,626,324
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2015  
Amendment Description Amendment #1  


v3.3.1.900
CONDENSED BALANCE SHEETS - USD ($)
Sep. 30, 2015
Dec. 31, 2014
NON-CURRENT ASSETS    
Property, plant and equipment $ 15,584 $ 0
Development costs 256,136 0
Total non-current assets 271,720 0
Current assets    
Cash and cash equivalents 41,038 0
Account Receivables 3,951,345 202,700
Temporary Payment 19,314 0
Total current assets 4,011,697 202,700
Total assets 4,283,417 202,700
CURRENT LIABILITIES    
Accrued expenses and other payable 116,644 112,977
Accounts payable 506,458 0
CEO payables 179,719 0
Development cost 1,417,142 0
Other Payables 132,874 303,491
Provision for taxation 560,189 0
Total current liabilities 2,913,026 416,468
Total liabilities 2,913,026 416,468
STOCKHOLDERS' EQUITY    
Common stock Authorized 250,000,000 shares at par value of $ 0.00001 each Issued and outstanding, 12,626,024 as of September 30,2015 and 46,256,568 shares as of December 31, 2014 139,177 139,177
Additional paid-in capital 36,080,881 36,080,881
Subscriptions received 1,765,855 1,765,855
Accumulated deficit (36,615,523) (38,199,681)
Total stockholders' equity / (deficit) 1,370,391 (213,768)
Total liabilities and stockholders' equity $ 4,283,417 $ 202,700


v3.3.1.900
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares
Sep. 30, 2015
Dec. 31, 2014
Common Stock    
Common Stock Shares Authorized 250,000,000 10,000,000,000
Common Stock Shares Par Value $ 0.00001 $ 0.00001
Common Stock Shares Issued 12,626,024 46,256,568
Common Stock Shares Outstanding 12,626,024 46,256,568


v3.3.1.900
CONDENSED STATEMENTS OF OPERATIONS - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Income Statement [Abstract]        
Service Revenue $ 648,159 $ 383,821 $ 1,228,159 $ 2,432,842
Cost of Service 264,740 398,240 834,740 2,048,264
Gross Profit/(Loss) 383,419 (14,419) 393,419 384,578
Operating Expenses        
General and Administrative 57,016 175,435 86,007 732,345
Depreciation 0 833 0 2,500
Amortization of dev. costs 7,318 0 7,318 0
Total Operating Expenses 64,334 176,268 93,325 734,845
Profit/(Loss) from Operations 319,085 (190,687) 300,094 (350,267)
Provision for income taxes 0 0 0 0
Net Profit/(Loss) $ 319,085 $ (190,687) $ 300,094 $ (350,267)
Net Profit/(Loss) per common share - basic and fully diluted:        
Net Loss per common share - basic and fully diluted: Net loss for the year $ .08 $ (.02) $ .23 $ (.07)
Weighted average number of basic and fully diluted common shares outstanding 3,938,845 8,325,823 1,316,555 4,932,523


v3.3.1.900
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)
 9 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Cash flows from operations:    
Profit/(Loss) from continuing operations $ 307,412 $ (350,267)
Adjustment to reconcile net loss to net cash used in operating activities:    
Development cost amortization 7,318 0
Depreciation expense 0 2,500
Convertible debentures 0 362,874
Changes in operating assets and liabilities:    
Accounts receivable increase (520,000) 0
Temporary payment increase (8,000) 0
Accrued expenses and other payables increase (3,667) 0
Accounts payable increase 506,667 (8,000)
Other payables decrease 106,000 0
Increase in development cost payables 0 0
Amounts due to CEO increase 179,719 0
Net assets of subsidiary acquired 1,384,076 0
Elimination of non-cash effects of net assets acquired (1,918,487) 0
Net cash provided by operations 41,038 7,107
Net cash used in investment activities 0 0
Net cash used financing activities 0 0
Net increase in cash 41,038 7,107
Balances per prior period balance sheet 0 296,916
Ending balances $ 41,038 $ 304,023


v3.3.1.900
NOTE 1 - BASIS OF PRESENTATION - GOING CONCERN
 9 Months Ended
Sep. 30, 2015
Note 1 - Basis Of Presentation - Going Concern  
NOTE 1 - BASIS OF PRESENTATION - GOING CONCERN

1.                  BASIS OF PRESENTATION –GOING CONCERN

 

The Company specializes in providing e-commerce solutions and services that facilitate multi-channel B2C (business-to-consumer) and B2B (business-to-business) transactions. Its solutions and services enable e-commerce transactions with speed and efficiency, and allow an interactive and engaging customer experience as well as targeted marketing and advertising.

 

The Company’s revenues are generated from one-time integration fees for the implementation of e-commerce solutions as well as recurring license and service fees. The Company currently hosts two e-commerce solutions.

 

These financial statements of Weyland Tech Inc. (the “Company”) have been prepared on a going-concern basis which assumes that the Company will be able to realize assets and discharge liabilities in the normal course of business for the foreseeable future.

 

The Company experienced losses during fiscal year ended December 31, 2014 amounting to $255,693, which raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to meet its commitments as they become payable is dependent on the ability of the Company to obtain necessary financing or achieving a profitable level of operations. There are no assurances that the Company will be successful in achieving these goals.

 

The Company believes that it can continue to receive revenues from its customers. The Company expects to continue utilizing its cost structure by sourcing personnel in Asia for servicing its customers. In order to accelerate the growth of the Company, it will also consider raising additional funding from investors.

 

These financial statements do not give effect to adjustments to the amounts and classifications to assets and liabilities that would be necessary should the Company be unable to continue as a going concern.

 

We have prepared the unaudited condensed financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim periods. The unaudited condensed financial statements included herein reflect all normal recurring adjustments, which are, in the opinion of our management, necessary to state fairly the results of operations and financial position for the periods presented. The results for the six month period ended September 30, 2015 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2015 or for any interim or future period.

 

These unaudited condensed financial statements should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the audited financial statements and notes thereto included in our Annual Report on Form 10-KA for the fiscal year ended December 31, 2014.

 

1.2 Acquisition of Technopreneurs Resource Centre Private Limited

 

On September 1st, the Company completed the acquisition of Technopreneurs Resources Center Private Limited, based in Singapore ("TRC") and added an additional business line to its products and services offering via TRC's 'CreateApp' platform.

 

Given that the acquisition of TRC closed on September 1st, 2015, the additional contribution to revenues only included one month of TRC operations.

 

In connection with the acquisition, we acquired TRC at a benchmark valuation of $36,000,000 and issued 12,000,000 shares of our common stock in exchange.

 


v3.3.1.900
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 9 Months Ended
Sep. 30, 2015
Accounting Policies [Abstract]  
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

CONSOLIDATED STATEMENTS

 

These consolidated management accounts include the management accounts of the Company and that of its wholly owned subsidiary, Technopreneurs Resource Centre Private Limited , as referred to in note 1 above.

 

The results of subsidiaries acquired during the year are included from the effective date of acquisition.

All material intra group transactions and balances have been eliminated on consolidation.

 

USE OF ESTIMATES

 

The preparation of the Company’s financial statements in conformity with generally accepted accounting principles of the United States of America 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 amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates.

 

CERTAIN RISKS AND UNCERTAINTIES

 

The Company relies on leased hardware and software from third parties to offer its e-commerce solutions and services. Management believes that alternate sources are available; however, disruption or termination of these relationships could adversely affect our operating results in the near-term. The Company currently has two customers who provide all of the Company’s recurring revenue. Loss of any one of these customers would have a significant impact on the Company’s revenue.

 

CASH AND CASH EQUIVALENTS

 

Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased.

 

EQUIPMENT

 

Equipment is carried at cost less a provision for depreciation on a straight-line basis over their estimated useful lives. Estimated useful life of the computer equipment is 3 years.

 

RECLASSIFICATION

 

Certain prior year amounts have been reclassified to conform with current year presentation.

 

STOCK-BASED COMPENSATION

 

The Company accounts for stock based compensation by recognizing the fair value of stock compensation as an expense in the calculation of net income (loss). The Company recognizes stock compensation expense in the period in which the employee is required to provide service, which is generally over the vesting period of the individual equity instruments. Stock options issued in lieu of cash to non-employees for services performed are recorded at the fair value of the options at the time they are issued and are expensed as service is provided.

 

EARNINGS /(LOSS) PER SHARE

 

Basic earnings (loss) per share of common stock is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share of common stock is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding during the period, including vested and unvested stock options that are in the money.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company’s financial instruments consist of cash, accounts payable, interest payable, shareholder loans and other current liabilities. The carrying values of financial instruments reflected in these financial statements approximate their fair values due to the short-term maturity of the instruments.

 

REVENUE RECOGNITION

 

The Company recognizes revenue from providing hosting and integration services and licensing the use of its technology platform to its customers. The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer (for licensing, revenue is recognized when the Company’s technology is used to provide hosting and integration services); (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of fees is probable. We account for our multi-element arrangements, such as instances where we design a custom website and separately offer other services such as hosting, which are recognized over the period for when services are performed.

 

COST OF SERVICE

 

Cost of service results from sourcing technical and engineering personnel in Asia on an hourly or project basis in order to develop e-commerce solutions and provide ongoing hosting service to individual customers. The Company utilizes an outsourced staffing firm with offices in China.

 

CAPITALIZATION OF SOFTWARE

 

The Company accounts for internal-use software and website development costs, including the development of its partner marketplaces in accordance with ASC 350-50 ( Intangibles – Website cost ). The Company capitalizes internal costs consisting of payroll and direct payroll-related costs of employees who devote time to the development of internal-use software, as well as any external direct costs. It amortizes these costs over their estimated useful lives, which typically range between three to five years. The Company’s judgment is required in determining the point at which various projects enter the stages at which costs may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the estimated useful lives over which the costs are amortized. The estimated life is based on management’s judgment as to the product life cycle. Development cost of various platforms is being expensed. The Company cannot separate internal cost on a reasonably cost-effective basis between maintenance and upgrades, and cannot assess the ongoing value of its various projects, thus all project costs are expensed as such costs are incurred.

 

DEVELOPMENT COSTS

 

Expenditure on research activities is expensed in the period in which it is incurred.

 

The development cost of CreateApp Version 2 has been capitalized as the following has been demonstrated by Technopreneurs Resource Centre Private Limited :

 

·        Technical feasibility of application of CreateApp Version 2 is proven with additional functionality being added and enhanced;

·        Launched in August 2015 and currently in use by existing customers;

·        Ability to measure reliably the total expenditure required.

 

The development costs of CreateApp Version 2 are amortized on a straight line basis over an estimated useful life of 3 years.

 

INCOME TAXES

 

Income taxes are provided for using the asset and liability method whereby deferred tax assets and liabilities are recognized using current tax rates on the difference between the financial statement carrying amounts and the respective tax basis of the assets and liabilities. The Company provides a valuation allowance on deferred tax assets when it is more likely than not that such assets will not be realized.

 

The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting this standard, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognized interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying statements of operation. Accrued interest and penalties are included within the related tax liability in the balance sheets.

 

NEW ACCOUNTING PRONOUNCEMENTS

 

There were various other accounting standards and interpretations recently issued, none of which is expected to have a material impact on the Company's financial position, operations or cash flows.

 


v3.3.1.900
NOTE 3 - STOCKHOLDERS' EQUITY/(DEFICIT)
 9 Months Ended
Sep. 30, 2015
Equity [Abstract]  
NOTE 3 - STOCKHOLDERS' EQUITY/(DEFICIT)

3. STOCKHOLDERS’ EQUITY/(DEFICIT)

 

Common Shares

 

Authorized common shares of the Company consist of 250,000,000 shares with a par value of $0.00001 each.

 

Debt-to-Equity Conversions

 

As the terms of conversion to equity of the convertible debentures outstanding at December 31, 2014 of $303,491 have lapsed, these have been reclassified as Other Payables.

 

Employee Stock Option Plan

 

The Company has a stock option and incentive plan, the “Stock Option Plan”. The exercise price for all equity awards issued under the Stock Option Plan is based on the fair market value of the common share price which is the closing price quoted on the Pink Sheets on the last trading day before the date of grant. The stock options generally vest on a monthly basis over a two-year to three-year period, and have a five year life.

 

The Stock Option Plan allows for the issuance of stock options, stock awards, or other incentives. An aggregate of 25,000,000 shares are authorized under the Stock Option Plan. As of September 30, 2015, there are 24,590,000 shares reserved for future grants under the Stock Option Plan.

 

Stock-Based Compensation

 

All options outstanding are fully vested as of December 31, 2014 and have all expired at September 30, 2015. No new options were granted in during the three months ended September 30, 2015.

 


v3.3.1.900
NOTE 4 - RELATED PARTY TRANSACTIONS
 9 Months Ended
Sep. 30, 2015
Related Party Transactions [Abstract]  
NOTE 4 - RELATED PARTY TRANSACTIONS

4. RELATED PARTY TRANSACTIONS

 

Accounts payable and other accruals include $11,000 of accrued salaries due to the Company’s Chief Executive Officer as of September 30, 2015 compared to $22,000 due to the former Chief Executive Officer as of December 31, 2014.

 


v3.3.1.900
NOTE 5 - SUBSEQUENT EVENTS
 9 Months Ended
Sep. 30, 2015
Subsequent Events [Abstract]  
NOTE 5 - SUBSEQUENT EVENTS

5. SUBSEQUENT EVENTS

 

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, we have evaluated significant events and transactions that occurred after September 30, 2015 through the date of the condensed consolidated financial statements were issued and filed with this Form 10-Q. During the period, the Company had material recognizable subsequent events described below:

 

Effective October 27, 2015 Jason Chang, aged 44, was appointed as a new member of our board of directors.

 

Jason Chang began his career in Silicon Valley and has been in the technology, product management, sales and marketing sector for over 20 years. He has co-founded, incubated and personally invested into start-ups and led the transformation from hyper growth to exit.

 

Jason is now the Regional Head for National Sales in Groupon Asia, a NASDAQ listed company, where he oversees the sales, partnerships and business development for strategic accounts for Groupon. He has been with Groupon Asia for over 3 years and is directly responsible in achieving double digit year on year revenue growth since he took over this vertical. He was voted as the top performer and top manager, 2 years in a row at Groupon Asia. He has also grown and led sales and marketing teams in Singapore, Malaysia, Indonesia, Taiwan and Hong Kong.

 

Before Groupon, Jason was in senior management roles in marketing, product management and operations for several start-ups in the advertising, media and online publishing space in Asia. Before coming back to Asia in 2001, Jason worked with several Silicon Valley companies, most notable of which was Cybersource, where he was an early employee and involved in engineering and technical roles. Cybersource went IPO and was later acquired by VISA.

 

Jason was a pre-medical student in University of California, Berkeley, where he graduated with a Bachelor’s degree in Biology.

 

Effective October 30, 2015 Ross O'Brien, aged 44, was appointed as a new member of our board of directors.

 

Ross O'Brien is an analyst, writer, presenter, and consultant focused on the economies and business environments of the Asia-Pacific, with over 25 years of experience in the region. His analysis surrounds Asia’s Innovation Economy—the intersection of information technology and the region’s broader society and economy. For nine years he was Director of the Economist Corporate Network, a membership-based business advisory programme for senior executives of multinationals in Asia.

 

Based in Hong Kong for over 17 years, Ross has an AB in Asian Studies and Anthropology from Dartmouth College (1989), and an MBA from the University of California at Berkeley’s Haas School (1996). He is conversant and literate in Mandarin and Indonesian.

 

Currently, and beginning in 2003, Ross was Managing Director of the Hong Kong operations of Intercedent Asia, a region-wide partnership of B2B market consultants, which provides research-based market entry and positioning advice in several verticals across Asia. Ross' practice focuses on market entry strategies for telecoms and IT companies, in managed services and wireless solutions. His client work involved extensive research work in over a dozen economies in Asia, including extended field research in China, Indonesia, Vietnam and Bangladesh.

 

Ross was also for many years an analyst and Asian research director for Pyramid Research (once a subsidiary of the Economist Intelligence Unit, now a division of Progressive Digital Media) a telecoms advisory firm providing forecasts and analysis on infrastructure and services markets in emerging markets. Ross worked for Pyramid in the US, Singapore and Hong Kong.

 

Ross has also served as a Research Director of Advisory Services for Strategic Intelligence, a venture-funded economic analysis firm with an emphasis on Internet-based delivery of analysis and forecasts on ‘new economy’ industries and markets in Asia. From 1996 to 1998, he was a consultant in AT&T Solutions' operational process improvement practice, serving financial services and telecoms clients in China and Indonesia, including a yearlong project overseeing customer care service process improvement for PT Telkom, based in Bandung.


v3.3.1.900
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 9 Months Ended
Sep. 30, 2015
Accounting Policies [Abstract]  
CONSOLIDATED STATEMENTS

CONSOLIDATED STATEMENTS

 

These consolidated management accounts include the management accounts of the Company and that of its wholly owned subsidiary, Technopreneurs Resource Centre Private Limited , as referred to in note 1 above.

 

The results of subsidiaries acquired during the year are included from the effective date of acquisition.

All material intra group transactions and balances have been eliminated on consolidation.

 
USE OF ESTIMATES

USE OF ESTIMATES

 

The preparation of the Company’s financial statements in conformity with generally accepted accounting principles of the United States of America 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 amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates.

 
CERTAIN RISKS AND UNCERTAINTIES

CERTAIN RISKS AND UNCERTAINTIES

 

The Company relies on leased hardware and software from third parties to offer its e-commerce solutions and services. Management believes that alternate sources are available; however, disruption or termination of these relationships could adversely affect our operating results in the near-term. The Company currently has two customers who provide all of the Company’s recurring revenue. Loss of any one of these customers would have a significant impact on the Company’s revenue.

 
CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS

 

Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased.

 
EQUIPMENT

EQUIPMENT

 

Equipment is carried at cost less a provision for depreciation on a straight-line basis over their estimated useful lives. Estimated useful life of the computer equipment is 3 years.

 
RECLASSIFCATION

RECLASSIFICATION

 

Certain prior year amounts have been reclassified to conform with current year presentation.

 
STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

 

The Company accounts for stock based compensation by recognizing the fair value of stock compensation as an expense in the calculation of net income (loss). The Company recognizes stock compensation expense in the period in which the employee is required to provide service, which is generally over the vesting period of the individual equity instruments. Stock options issued in lieu of cash to non-employees for services performed are recorded at the fair value of the options at the time they are issued and are expensed as service is provided.

 
EARNINGS /(LOSS) PER SHARE

EARNINGS /(LOSS) PER SHARE

 

Basic earnings (loss) per share of common stock is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share of common stock is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding during the period, including vested and unvested stock options that are in the money.

 
FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company’s financial instruments consist of cash, accounts payable, interest payable, shareholder loans and other current liabilities. The carrying values of financial instruments reflected in these financial statements approximate their fair values due to the short-term maturity of the instruments.

 
REVENUE RECOGNITION

REVENUE RECOGNITION

 

The Company recognizes revenue from providing hosting and integration services and licensing the use of its technology platform to its customers. The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer (for licensing, revenue is recognized when the Company’s technology is used to provide hosting and integration services); (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of fees is probable. We account for our multi-element arrangements, such as instances where we design a custom website and separately offer other services such as hosting, which are recognized over the period for when services are performed.

 
COST OF SERVICE

COST OF SERVICE

 

Cost of service results from sourcing technical and engineering personnel in Asia on an hourly or project basis in order to develop e-commerce solutions and provide ongoing hosting service to individual customers. The Company utilizes an outsourced staffing firm with offices in China.

 
CAPITALIZATION OF SOFTWARE

CAPITALIZATION OF SOFTWARE

 

The Company accounts for internal-use software and website development costs, including the development of its partner marketplaces in accordance with ASC 350-50 ( Intangibles – Website cost ). The Company capitalizes internal costs consisting of payroll and direct payroll-related costs of employees who devote time to the development of internal-use software, as well as any external direct costs. It amortizes these costs over their estimated useful lives, which typically range between three to five years. The Company’s judgment is required in determining the point at which various projects enter the stages at which costs may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the estimated useful lives over which the costs are amortized. The estimated life is based on management’s judgment as to the product life cycle. Development cost of various platforms is being expensed. The Company cannot separate internal cost on a reasonably cost-effective basis between maintenance and upgrades, and cannot assess the ongoing value of its various projects, thus all project costs are expensed as such costs are incurred.

 
DEVELOPMENT COSTS

DEVELOPMENT COSTS

 

Expenditure on research activities is expensed in the period in which it is incurred.

 

The development cost of CreateApp Version 2 has been capitalized as the following has been demonstrated by TTechnopreneurs Resource Centre Private Limited :

 

·        Technical feasibility of application of CreateApp Version 2 is proven with additional functionality being added and enhanced;

·        Launched in August 2015 and currently in use by existing customers;

·        Ability to measure reliably the total expenditure required.

 

The development costs of CreateApp Version 2 are amortized on a straight line basis over an estimated useful life of 3 years.

 
INCOME TAXES

INCOME TAXES

 

Income taxes are provided for using the asset and liability method whereby deferred tax assets and liabilities are recognized using current tax rates on the difference between the financial statement carrying amounts and the respective tax basis of the assets and liabilities. The Company provides a valuation allowance on deferred tax assets when it is more likely than not that such assets will not be realized.

 

The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting this standard, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognized interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying statements of operation. Accrued interest and penalties are included within the related tax liability in the balance sheets.

 
NEW ACCOUNTING PRONOUNCEMENTS

NEW ACCOUNTING PRONOUNCEMENTS

 

There were various other accounting standards and interpretations recently issued, none of which is expected to have a material impact on the Company's financial position, operations or cash flows.

 


v3.3.1.900
NOTE 1 - BASIS OF PRESENTATION - GOING CONCERN (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2015
Sep. 30, 2014
Sep. 30, 2015
Sep. 30, 2014
Dec. 31, 2014
Sep. 01, 2015
Note 1 - Basis Of Presentation - Going Concern Details Narrative            
Net Loss $ 319,085 $ (190,687) $ 300,094 $ (350,267) $ 255,693  
Benchmark Valuation of TRC acquisition           $ 36,000,000
Shares of Weyland common stock issued for TRC acquisition           12,000,000


v3.3.1.900
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares
 3 Months Ended
Sep. 30, 2015
Dec. 31, 2014
Note 2 - Summary Of Significant Accounting Policies Details Narrative    
Estimated useful life of equipment, min 3 years  
Estimated useful life of equipment, max 3 years  
Common shares outstanding 12,626,024 46,256,568


v3.3.1.900
NOTE 3 - STOCKHOLDERS' EQUITY/(DEFICIT) (Details Narrative) - USD ($)
 3 Months Ended
Sep. 30, 2015
Dec. 31, 2014
Note 3 - Stockholders Equitydeficit Details Narrative    
Common Stock Shares Authorized 250,000,000 10,000,000,000
Common Stock Shares Par Value $ 0.00001 $ 0.00001
Shares authorized under the Stock Option Plan 25,000,000  
Shares reserved for future grants under the Stock Option Plan 24,590,000  
New options granted 0  
Convertible debentures reclassified as other payables   $ 303,491


v3.3.1.900
NOTE 4 - RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
Sep. 30, 2015
Dec. 31, 2014
Related Party Transactions [Abstract]    
Accrued salaries $ 11,000 $ 22,000