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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2023

 

or

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______________to _______________

 

Commission File Number 333-200624

 

TRENDMAKER, INC. LIMITED

(Exact name of registrant issuer as specified in its charter)

 

Nevada   80-0979537

(State or other jurisdiction

of incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

Lot 56935 Jalan 9/8, Seksyen 9,

Bandar Baru Bangi,

Selangor Darul Ehsan, Malaysia

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

 

Registrant’s phone number, including area code

+603 8923 1880

 

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

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

YES ☐ NO ☒

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

 

YES ☐ NO ☒

 

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

 

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller reporting company ☒ Emerging growth company ☒

 

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

 

Yes ☒ No ☐

 

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

 

Class   Outstanding at August 4, 2023
Common Stock, $0.0001 par value   13,537,000

 

 

 

 

 

 

TABLE OF CONTENTS

 

    Page
PART I FINANCIAL INFORMATION  
ITEM 1. UNAUDITED CONDENSED FINANCIAL STATEMENTS:  
  Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022 (Audited) F-2
  Condensed Statements of Operations and Comprehensive Income for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited) F-3
  Condensed Statement of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2023 and 2022 (Unaudited) F-4
  Condensed Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (Unaudited) F-5
  Notes to the Condensed Financial Statements F-6 - F-10
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 2
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 3
ITEM 4. CONTROLS AND PROCEDURES 3
     
PART II OTHER INFORMATION  
ITEM 1 LEGAL PROCEEDINGS 4
ITEM 1A RISK FACTORS 4
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 4
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 4
ITEM 4 MINE SAFETY DISCLOSURES 4
ITEM 5 OTHER INFORMATION 4
ITEM 6 EXHIBITS 4
  SIGNATURES 5

 

 

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

TRENDMAKER, INC. LIMITED

CONDENSED FINANCIAL STATEMENTS

 

  Page
Condensed Financial Statements  
   
Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022 (Audited) F-2
Condensed Statements of Operations and Comprehensive Income for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited) F-3
Condensed Statement of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2023 and 2022 (Unaudited) F-4
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (Unaudited) F-5
Notes to the Condensed Financial Statements F-6 - F-10

 

CERTAIN TERMS USED IN THIS REPORT

 

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

 

F-1

 

 

TRENDMAKER, INC. LIMITED

CONDENSED BALANCE SHEETS

As of June 30, 2023 (Unaudited) and December 31, 2022 (Audited)

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

 

  

June 30,

2023

  

December 31,

2022

 
   (Unaudited)   (Audited) 
   $   $ 
ASSET          
CURRENT ASSET          
Due from related party   165,226    185,013 
Total Current Asset   165,226    185,013 
           
TOTAL ASSET   165,226    185,013 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
CURRENT LIABILITIES          
Accrued liabilities   5,298    10,298 
Due to related party   214,842    214,842 
Total Current Liabilities   220,140    225,140 
           
TOTAL LIABILITIES   220,140    225,140 
           
STOCKHOLDERS’ EQUITY          
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, none issued and outstanding   -    - 
Common stock, $0.0001 par value; 100,000,000 shares authorized, 13,537,000 and 13,537,000 issued and outstanding as of June 30, 2023 and December 31, 2022   1,354    1,354 
Additional paid in capital   825,166    825,166 
Accumulated deficits   (881,434)   (866,647)
TOTAL STOCKHOLDERS’ EQUITY   (54,914)   (40,127)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   165,226    185,013 

 

See accompanying notes to condensed financial statements.

 

F-2

 

 

TRENDMAKER, INC. LIMITED

CONDENSED STATEMENT OF OPERATION AND COMPREHENSIVE INCOME

For the three and six months ended June 30, 2023 and 2022

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

(Unaudited)

 

   2023   2022   2023   2022 
   Three months ended June 30   Six months ended June 30 
   2023   2022   2023   2022 
   $   $   $   $ 
REVENUE   -    -    -    - 
                     
OTHER SERVICE FEES   -    -    -    - 
                     
COST OF REVENUE   -    -    -    - 
                     
GROSS PROFIT   -    -    -    - 
                     
PROFESSIONAL FEES   -    -    -    - 
                     
GENERAL AND ADMINISTRATIVE EXPENSES   (6,150)   (6,586)   (14,787)   (15,919)
                     
LOSS BEFORE INCOME TAX   (6,150)   (6,586)   (14,787)   (15,919)
                     
INCOME TAX PROVISION   -    -    -    - 
                     
NET LOSS   (6,150)   (6,586)   (14,787)   (15,919)
                     
Net loss per share, basic and diluted:   (0.0005)   (0.0005)   (0.001)   (0.001)
                     
 Weighted average number of shares outstanding – Basic and diluted   13,537,000    13,537,000    13,537,000    13,537,000 

 

See accompanying notes to condensed financial statements.

 

F-3

 

 

TRENDMAKER, INC. LIMITED

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the six months ended June 30, 2023 and 2022

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

(Unaudited)

 

Six months ended June 30, 2023

 

  

Number of

Shares

   Amount  

PAID-IN

CAPITAL

   ACCUMULATED
DEFICIT		  

TOTAL

EQUITY

 
   COMMON STOCK   ADDITIONAL         
  

Number of

Shares

   Amount  

PAID-IN

CAPITAL

   ACCUMULATED
DEFICITS		  

TOTAL

EQUITY

 
                     
Balance as of December 31, 2022 (Audited)   13,537,000   $1,354   $825,166   $(866,647)  $(40,127)
Net loss for the period   -    -    -    (8,637)   (8,637)
Balance as of March 31, 2023 (Unaudited)   13,537,000    1,354    825,166    (875,284)   (48,764)
Net loss for the period   -    -    -    (6,150)   (6,150)
Balance as of June 30, 2023 (Unaudited)   13,537,000    1,354    825,166    (881,434)   (54,914)

 

Six months ended June 30, 2022

 

   COMMON STOCK   ADDITIONAL         
   Number of
Shares		   Amount  

PAID-IN

CAPITAL

   ACCUMULATED
DEFICITS		  

TOTAL

EQUITY

 
                     
Balance as of December 31, 2021 (Audited)   13,537,000   $1,354   $825,166   $(826,657)  $(137)
                          
Net loss for the period   -    -    -    (9,333)   (9,333)
Balance as of March 31, 2022 (Unaudited)   13,537,000    1,354    825,166    (835,990)   (9,470)
Net loss for the period   -    -    -    (6,586)   (6,586)
Balance as of June 30, 2022 (Unaudited)   13,537,000    1,354    825,166    (842,576)   (16,056)
                          

 

See accompanying notes to condensed financial statements.

 

F-4

 

 

TRENDMAKER, INC. LIMITED

CONDENSED STATEMENT OF CASH FLOWS

For the six months ended June 30, 2023 and 2022

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

(Unaudited)

 

   2023   2022 
   Six months ended June 30 
   2023   2022 
   $   $ 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss   (14,787)   (15,919)
           
Changes in operating assets and liabilities:          
Due from related party   19,787    19,809 
Accrued liabilities   (5,000)   (3,890)
Net cash generated from operating activities   -    - 
           
Net increase/ (decrease) in cash and cash equivalents   -    - 
Cash and cash equivalents, beginning of period   -    - 
CASH AND CASH EQUIVALENTS, END OF PERIOD   -    - 

 

See accompanying notes to condensed financial statements.

 

F-5

 

 

TRENDMAKER, INC. LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the six months ended June 30, 2023

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

(Unaudited)

 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of preparation

 

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

 

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

 

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

 

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

 

Effective as of February 29, 2016, the Company had a change of control as a result of the sale of its previous controlling shareholder of 5,000,000 shares of its common stock, representing approximately 76.5% of the Company’s issued and outstanding common stock. Following the change of control, the Company has discontinued the eBook publishing operations previously carried on through the previous company’s subsidiary.

 

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

 

Use of estimates

 

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

 

Revenue recognition

 

The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

 

F-6

 

 

TRENDMAKER, INC. LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the six months ended June 30, 2023

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

(Unaudited)

 

Cash and cash equivalents

 

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At June 30, 2023, the Company had no cash and cash equivalents.

 

Income taxes

 

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

 

Related party

 

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

 

F-7

 

 

TRENDMAKER, INC. LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the six months ended June 30, 2023

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

(Unaudited)

 

Fair value of financial instruments

 

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

 

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

 

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

 

Recent accounting pronouncements

 

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

 

F-8

 

 

TRENDMAKER, INC. LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the six months ended June 30, 2023

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

(Unaudited)

 

2. SHAREHOLDERS’ EQUITY

 

(A) Preferred Stock

 

The Company was incorporated on August 21, 2013. The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share. Preferred stock may be issued in one or more series with rights and preferences are to be determined by the board of directors. As of June 30, 2023, no shares of preferred stock have been issued.

 

(B) Common Stock

 

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

 

As of June 30, 2023, the Company has 13,537,000 shares of common stock outstanding.

 

3. COMMITMENTS AND CONTINGENCIES

 

As of June 30, 2023, the Company has no commitment or contingency involved.

 

4. ACCRUED LIABILITIES

 

Accrued liabilities consisted of the followings at June 30, 2023 and December 31, 2022.

 

  

June 30,

2023

  

December 31,

2022

 
   (Unaudited)   (Audited) 
   $   $ 
Accrued expenses   5,298    10,298 
Total accrued liabilities   5,298    10,298 

 

F-9

 

 

TRENDMAKER, INC. LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the six months ended June 30, 2023

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

(Unaudited)

 

5. RELATED PARTY BALANCES

 

SCHEDULE OF RELATED PARTY TRANSACTIONS

  

June 30,

2023

  

December 31,

2022

 
   (Unaudited)   (Audited) 
   $   $ 
Due from related party:          
Related Party A   165,226    185,013 
           
Due to related party:          
Related Party B   214,842    214,842 

 

As of June 30, 2023, the balance $165,226 represented an outstanding amount due from Related Party A and $214,842 represented an outstanding amount due to Related Party B. Related Party A and Related Party B respectively are having common director with the Company. The amount due are unsecured, interest-free with no fixed repayment term.

 

6. GOING CONCERN

 

As of June 30, 2023, the Company has an accumulated deficit of $881,434, stockholders’ liabilities of $54,914 and a net loss of $14,787 for the six months ended June 30, 2023. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management is taking various steps to provide the Company with the opportunity to continue as a going concern.

 

7. SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from the balance sheet date through June 30, 2023 the date the Company issued unaudited consolidated financial statements in accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. During this period, there was no subsequent event that required recognition or disclosure.

 

F-10

 

 

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

 

Going Concern

 

As of June 30, 2023, the Company has an accumulated deficit of $881,434, stockholders’ liabilities of $54,914 and a net loss of $14,787 for the six months ended June 30, 2023. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management is taking various steps to provide the Company with the opportunity to continue as a going concern.

 

Results of Operations

 

For the three months ended June 30, 2023 and 2022

 

For the three months period ended June 30, 2023 and 2022, the Company has generated no profit but loss of $6,150 and $6,586 respectively.

 

For the six months ended June 30, 2023 and 2022

 

For the six months period ended June 30, 2023 and 2022, the Company has generated no profit but loss of $14,787 and $15,919 respectively.

 

Liquidity and Capital Resources

 

As of June 30, 2023 and December 31, 2022, the Company has no cash on hand, but has a total asset entirely consisting due from related party of $165,226 and $185,013 of which is the amount due from Phyto Science Sdn. Bhd.

 

As of June 30, 2023 and December 31, 2022 the Company has total liabilities of $220,140 and $225,140 consisting accrued liabilities and amount due to Trendmaker Pte. Ltd.

 

The Company has a stockholders’ liabilities of $54,914 and $40,127 as at June 30, 2023 and December 31, 2022 respectively.

 

Net cash used in operating activities for the period ended June 30, 2023 and 2022 was $0 and $0 respectively. The cash used in operating activities are mainly for professional fees, legal fees, and general expenses.

 

Critical Accounting Policies

 

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

 

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

 

2

 

 

Recent Accounting Pronouncements

 

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

 

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

 

Off Balance Sheet Transactions

 

None

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

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

 

During the assessment of the effectiveness of internal control over financial reporting, our management identified material weaknesses related to the lack of requisite U.S. generally accepted accounting principles (GAAP) expertise of our Chief Financial Officer and our internal bookkeeper. This lack of expertise to prepare our financial statements in accordance with U.S. GAAP without the assistance of the outside accounting consultant hired to ensure that our financial statements are prepared in accordance with U.S. GAAP constitutes a material weakness in our internal control over financial reporting. In order to mitigate the material weakness, we engaged an outside accounting consultant to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity to U.S. GAAP. This outside accounting consultant has significant experience in the preparation of financial statements in conformity with U.S. GAAP. We believe that the engagement of this consultant will lessen the possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis, and we will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate. We expect to continue to rely on this outside consulting arrangement to supplement our internal accounting staff for the foreseeable future. Until such time as we hire the proper internal accounting staff with the requisite U.S. GAAP experience, however, it is unlikely we will be able to remediate the material weakness in our internal control over financial reporting.

 

Changes in Internal Controls over Financial Reporting

 

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

 

3

 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 1A. Risk Factors.

 

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

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None

 

ITEM 6. Exhibits

 

Exhibit

No.

   Description
31.1*   Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*   Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*   Inline XBRL Instance Document
101.SCH*   Inline XBRL Schema Document
101.CAL*   Inline XBRL Calculation Linkbase Document
101.DEF*   Inline XBRL Definition Linkbase Document
101.LAB*   Inline XBRL Label Linkbase Document
101.PRE*   Inline XBRL Presentation Linkbase Document
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 

4

 

 

SIGNATURES

 

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

 

  TRENDMAKER, INC. LIMITED
  (Name of Registrant)
     
Date: August 4, 2023    
     
  By: /s/ Puan Sri Datin Sri Tan Chin Yee
    Puan Sri Datin Sri Tan Chin Yee, CEO and CFO
    (Principal Executive Officer)
    (Principal Financial Officer)

 

5

 

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, Puan Sri Datin Sri Tan Chin Yee, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of TRENDMAKER, INC. LIMITED (the “Company”) for the quarter ended June 30, 2023;

 

2. Based on my knowledge, this quarterly 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. I am 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 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: August 4, 2023 By: /s/ Puan Sri Datin Sri Tan Chin Yee
    PUAN SRI DATIN SRI TAN CHIN YEE
    Chief Executive Officer and Chief Financial Officer
    (Principal Executive Officer)
    (Principal Financial 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

 

In connection with the Quarterly Report of TRENDMAKER, INC. LIMITED (the “Company”) on Form 10-Q for the period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: August 4, 2023 By: /s/ Puan Sri Datin Sri Tan Chin Yee
    PUAN SRI DATIN SRI TAN CHIN YEE
    Chief Executive Officer and Chief Financial Officer
    (Principal Executive Officer)
    (Principal Financial Officer)

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

 

v3.23.2
Cover - shares
 6 Months Ended
Jun. 30, 2023
Aug. 04, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jun. 30, 2023  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 333-200624  
Entity Registrant Name TRENDMAKER, INC. LIMITED  
Entity Central Index Key 0001613685  
Entity Tax Identification Number 80-0979537  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One Lot 56935 Jalan 9/8  
Entity Address, Address Line Two Seksyen 9  
Entity Address, City or Town Bandar Baru Bangi  
Entity Address, Country MY  
Entity Address, Postal Zip Code 43650  
City Area Code +603  
Local Phone Number 8923 1880  
Title of 12(b) Security Common Stock  
Trading Symbol TMIN  
Entity Current Reporting Status No  
Entity Interactive Data Current No  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Elected Not To Use the Extended Transition Period false  
Entity Shell Company true  
Entity Common Stock, Shares Outstanding   13,537,000
v3.23.2
Condensed Balance Sheets - USD ($)
Jun. 30, 2023
Dec. 31, 2022
CURRENT ASSET    
Due from related party $ 165,226 $ 185,013
Total Current Asset 165,226 185,013
TOTAL ASSET 165,226 185,013
CURRENT LIABILITIES    
Accrued liabilities 5,298 10,298
Due to related party 214,842 214,842
Total Current Liabilities 220,140 225,140
TOTAL LIABILITIES 220,140 225,140
STOCKHOLDERS’ EQUITY    
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, none issued and outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized, 13,537,000 and 13,537,000 issued and outstanding as of June 30, 2023 and December 31, 2022 1,354 1,354
Additional paid in capital 825,166 825,166
Accumulated deficits (881,434) (866,647)
TOTAL STOCKHOLDERS’ EQUITY (54,914) (40,127)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 165,226 $ 185,013
v3.23.2
Condensed Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 13,537,000 13,537,000
Common stock, shares outstanding 13,537,000 13,537,000
v3.23.2
Condensed Statement of Operation and Comprehensive Income (Unaudited) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]        
REVENUE
OTHER SERVICE FEES
COST OF REVENUE
GROSS PROFIT
PROFESSIONAL FEES
GENERAL AND ADMINISTRATIVE EXPENSES (6,150) (6,586) (14,787) (15,919)
LOSS BEFORE INCOME TAX (6,150) (6,586) (14,787) (15,919)
INCOME TAX PROVISION
NET LOSS $ (6,150) $ (6,586) $ (14,787) $ (15,919)
Net loss per share, basic $ (0.0005) $ (0.0005) $ (0.001) $ (0.001)
Net loss per share, diluted $ (0.0005) $ (0.0005) $ (0.001) $ (0.001)
 Weighted average number of shares outstanding – Basic and diluted 13,537,000 13,537,000 13,537,000 13,537,000
v3.23.2
Condensed Statement of Changes in Stockholders' Equity (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance, value at Dec. 31, 2021 $ 1,354 $ 825,166 $ (826,657) $ (137)
Balance, shares at Dec. 31, 2021 13,537,000      
Net loss for the period (9,333) (9,333)
Balance, value at Mar. 31, 2022 $ 1,354 825,166 (835,990) (9,470)
Balance, shares at Mar. 31, 2022 13,537,000      
Balance, value at Dec. 31, 2021 $ 1,354 825,166 (826,657) (137)
Balance, shares at Dec. 31, 2021 13,537,000      
Net loss for the period       (15,919)
Balance, value at Jun. 30, 2022 $ 1,354 825,166 (842,576) (16,056)
Balance, shares at Jun. 30, 2022 13,537,000      
Balance, value at Mar. 31, 2022 $ 1,354 825,166 (835,990) (9,470)
Balance, shares at Mar. 31, 2022 13,537,000      
Net loss for the period (6,586) (6,586)
Balance, value at Jun. 30, 2022 $ 1,354 825,166 (842,576) (16,056)
Balance, shares at Jun. 30, 2022 13,537,000      
Balance, value at Dec. 31, 2022 $ 1,354 825,166 (866,647) (40,127)
Balance, shares at Dec. 31, 2022 13,537,000      
Net loss for the period (8,637) (8,637)
Balance, value at Mar. 31, 2023 $ 1,354 825,166 (875,284) (48,764)
Balance, shares at Mar. 31, 2023 13,537,000      
Balance, value at Dec. 31, 2022 $ 1,354 825,166 (866,647) (40,127)
Balance, shares at Dec. 31, 2022 13,537,000      
Net loss for the period       (14,787)
Balance, value at Jun. 30, 2023 $ 1,354 825,166 (881,434) (54,914)
Balance, shares at Jun. 30, 2023 13,537,000      
Balance, value at Mar. 31, 2023 $ 1,354 825,166 (875,284) (48,764)
Balance, shares at Mar. 31, 2023 13,537,000      
Net loss for the period (6,150) (6,150)
Balance, value at Jun. 30, 2023 $ 1,354 $ 825,166 $ (881,434) $ (54,914)
Balance, shares at Jun. 30, 2023 13,537,000      
v3.23.2
Condensed Statement of Cash Flows (Unaudited) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2022
Mar. 31, 2022
Jun. 30, 2023
Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:            
Net loss $ (6,150) $ (8,637) $ (6,586) $ (9,333) $ (14,787) $ (15,919)
Changes in operating assets and liabilities:            
Due from related party         19,787 19,809
Accrued liabilities         (5,000) (3,890)
Net cash generated from operating activities        
Net increase/ (decrease) in cash and cash equivalents        
Cash and cash equivalents, beginning of period    
CASH AND CASH EQUIVALENTS, END OF PERIOD    
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of preparation

 

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

 

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

 

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

 

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

 

Effective as of February 29, 2016, the Company had a change of control as a result of the sale of its previous controlling shareholder of 5,000,000 shares of its common stock, representing approximately 76.5% of the Company’s issued and outstanding common stock. Following the change of control, the Company has discontinued the eBook publishing operations previously carried on through the previous company’s subsidiary.

 

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

 

Use of estimates

 

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

 

Revenue recognition

 

The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

 

 

TRENDMAKER, INC. LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the six months ended June 30, 2023

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

(Unaudited)

 

Cash and cash equivalents

 

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At June 30, 2023, the Company had no cash and cash equivalents.

 

Income taxes

 

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

 

Related party

 

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

 

 

TRENDMAKER, INC. LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the six months ended June 30, 2023

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

(Unaudited)

 

Fair value of financial instruments

 

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

 

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

 

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

 

Recent accounting pronouncements

 

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

 

 

TRENDMAKER, INC. LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the six months ended June 30, 2023

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

(Unaudited)

 
v3.23.2
SHAREHOLDERS’ EQUITY
 6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
SHAREHOLDERS’ EQUITY

2. SHAREHOLDERS’ EQUITY

 

(A) Preferred Stock

 

The Company was incorporated on August 21, 2013. The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share. Preferred stock may be issued in one or more series with rights and preferences are to be determined by the board of directors. As of June 30, 2023, no shares of preferred stock have been issued.

 

(B) Common Stock

 

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

 

As of June 30, 2023, the Company has 13,537,000 shares of common stock outstanding.

 
v3.23.2
COMMITMENTS AND CONTINGENCIES
 6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

3. COMMITMENTS AND CONTINGENCIES

 

As of June 30, 2023, the Company has no commitment or contingency involved.

 
v3.23.2
ACCRUED LIABILITIES
 6 Months Ended
Jun. 30, 2023
Payables and Accruals [Abstract]  
ACCRUED LIABILITIES

4. ACCRUED LIABILITIES

 

Accrued liabilities consisted of the followings at June 30, 2023 and December 31, 2022.

 

  

June 30,

2023

  

December 31,

2022

 
   (Unaudited)   (Audited) 
   $   $ 
Accrued expenses   5,298    10,298 
Total accrued liabilities   5,298    10,298 

 

 

TRENDMAKER, INC. LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the six months ended June 30, 2023

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

(Unaudited)

 
v3.23.2
RELATED PARTY BALANCES
 6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
RELATED PARTY BALANCES

5. RELATED PARTY BALANCES

 

SCHEDULE OF RELATED PARTY TRANSACTIONS

  

June 30,

2023

  

December 31,

2022

 
   (Unaudited)   (Audited) 
   $   $ 
Due from related party:          
Related Party A   165,226    185,013 
           
Due to related party:          
Related Party B   214,842    214,842 

 

As of June 30, 2023, the balance $165,226 represented an outstanding amount due from Related Party A and $214,842 represented an outstanding amount due to Related Party B. Related Party A and Related Party B respectively are having common director with the Company. The amount due are unsecured, interest-free with no fixed repayment term.

 
v3.23.2
GOING CONCERN
 6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN

6. GOING CONCERN

 

As of June 30, 2023, the Company has an accumulated deficit of $881,434, stockholders’ liabilities of $54,914 and a net loss of $14,787 for the six months ended June 30, 2023. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management is taking various steps to provide the Company with the opportunity to continue as a going concern.

 
v3.23.2
SUBSEQUENT EVENTS
 6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

7. SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from the balance sheet date through June 30, 2023 the date the Company issued unaudited consolidated financial statements in accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. During this period, there was no subsequent event that required recognition or disclosure.
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Basis of preparation

Basis of preparation

 

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

 

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

 

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

 

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

 

Effective as of February 29, 2016, the Company had a change of control as a result of the sale of its previous controlling shareholder of 5,000,000 shares of its common stock, representing approximately 76.5% of the Company’s issued and outstanding common stock. Following the change of control, the Company has discontinued the eBook publishing operations previously carried on through the previous company’s subsidiary.

 

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

 
Use of estimates

Use of estimates

 

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

 
Revenue recognition

Revenue recognition

 

The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

 

 

TRENDMAKER, INC. LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the six months ended June 30, 2023

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

(Unaudited)

 
Cash and cash equivalents

Cash and cash equivalents

 

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At June 30, 2023, the Company had no cash and cash equivalents.

 
Income taxes

Income taxes

 

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

 
Related party

Related party

 

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

 

 

TRENDMAKER, INC. LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the six months ended June 30, 2023

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

(Unaudited)

 
Fair value of financial instruments

Fair value of financial instruments

 

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

 

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

 

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

 
Recent accounting pronouncements

Recent accounting pronouncements

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of such any pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
v3.23.2
ACCRUED LIABILITIES (Tables)
 6 Months Ended
Jun. 30, 2023
Payables and Accruals [Abstract]  
SCHEDULE OF ACCRUED LIABILITIES

Accrued liabilities consisted of the followings at June 30, 2023 and December 31, 2022.

 

  

June 30,

2023

  

December 31,

2022

 
   (Unaudited)   (Audited) 
   $   $ 
Accrued expenses   5,298    10,298 
Total accrued liabilities   5,298    10,298 
v3.23.2
RELATED PARTY BALANCES (Tables)
 6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
SCHEDULE OF RELATED PARTY TRANSACTIONS

SCHEDULE OF RELATED PARTY TRANSACTIONS

  

June 30,

2023

  

December 31,

2022

 
   (Unaudited)   (Audited) 
   $   $ 
Due from related party:          
Related Party A   165,226    185,013 
           
Due to related party:          
Related Party B   214,842    214,842 
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
 6 Months Ended
Feb. 29, 2016
Jun. 30, 2023
Accounting Policies [Abstract]    
State country code   NV
Date of incorporation   Aug. 21, 2013
Common stock shares, purchase 5,000,000  
Percentage of common stock issued and outstanding 76.50%  
Cash and cash equivalents, at carrying value   $ 0
v3.23.2
SHAREHOLDERS’ EQUITY (Details Narrative) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Equity [Abstract]    
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares issued 0 0
Common stock, shares authorized 100,000,000 100,000,000
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares outstanding 13,537,000 13,537,000
v3.23.2
COMMITMENTS AND CONTINGENCIES (Details Narrative)
Jun. 30, 2023
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Commitment or contingency $ 0
v3.23.2
SCHEDULE OF ACCRUED LIABILITIES (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Payables and Accruals [Abstract]    
Accrued expenses $ 5,298 $ 10,298
Total accrued liabilities $ 5,298 $ 10,298
v3.23.2
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Related Party Transaction [Line Items]    
Due from related party $ 165,226 $ 185,013
Due to related party 214,842 214,842
Related Party A [Member]    
Related Party Transaction [Line Items]    
Due from related party 165,226 185,013
Related Party B [Member]    
Related Party Transaction [Line Items]    
Due to related party $ 214,842 $ 214,842
v3.23.2
RELATED PARTY BALANCES (Details Narrative) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Related Party Transaction [Line Items]    
Due from related party $ 165,226 $ 185,013
Due to related party 214,842 214,842
Related Party A [Member]    
Related Party Transaction [Line Items]    
Due from related party 165,226 185,013
Related Party B [Member]    
Related Party Transaction [Line Items]    
Due to related party $ 214,842 $ 214,842
v3.23.2
GOING CONCERN (Details Narrative) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2022
Mar. 31, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]                
Accumulated deficit $ 881,434       $ 881,434   $ 866,647  
Stockholders' equity 54,914 $ 48,764 $ 16,056 $ 9,470 54,914 $ 16,056 $ 40,127 $ 137
Net loss $ 6,150 $ 8,637 $ 6,586 $ 9,333 $ 14,787 $ 15,919    
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