|
|
|
|
NOTE 1
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
|
(A) Basis of Presentation
The accompanying condensed consolidated unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.
It is management
’
s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.
Nuts and Bolts International, Inc. (the "Company") was incorporated under the laws of the State of Nevada on August 21, 2013 to create and publish electronic non-fiction multimedia books for the hobby and do-it-yourself consumer markets (
“
eBooks
”
) through the internet. It
’
s eBook publishing operations were conducted through it
’
s wholly-owned subsidiary, Nuts and Bolts Publishing, LLC, which was organized under the laws of the State of North Carolina on August 22, 2013.
Effective as of February 29, 2016, the Company had a change of control as a result of the sale of it
’
s previous controlling shareholder of 10,000,000 shares of it
’
s common stock, representing approximately 76.5% of the Company
’
s issued and outstanding common stock. Following the change of control, the Company has retained ownership of it
’
s wholly-owned subsidiary, Nuts and Bolts Publishing, LLC, but has discontinued the eBook publishing operations previously carried on through that subsidiary.
Following the change of control, the Company is now engaged in the business of providing management and consulting services to Trendmaker Private Limited, a Singapore entity whose subsidiaries include PhytoScience Sdn Bnd (a Malaysia entity), and PhtyoScience Private Limited Company (an Indian entity). Through its subsidiaries, Trendmaker Private Limited is engaged in the business of sale of stem cell products, cosmetics and healthcare related consumable products in Asia.
Effective as of April 14, 2016, the Company amended it
’
s Articles of Incorporation to change it
’
s name to Trendmaker, Inc., Limited.
(B) Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of Trendmaker, Inc. Limited (f/k/a Nuts and Bolts International, Inc.), and its wholly owned subsidiary, Nuts and Bolts Publishing, LLC (collectively, the
“
Company
”
). All intercompany accounts have been eliminated upon consolidation.
(C) 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.
(D) 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 April 30, 2016 and July 31, 2015, the Company had no cash equivalents.
(E) Loss Per Share
Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC No. 260,
“
Earnings Per Share.
”
As of April 30, 2016 and April 30, 2015, there were no common share equivalents outstanding.
(F) 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.
(G) Property and Equipment
Property and equipment is recorded at cost and depreciated or amortized using the straight-line method over the estimated useful life of the asset or the underlying lease term for leasehold improvements, whichever is shorter.
Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in other income.
(H) Revenue Recognition
The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605,
“
Revenue Recognition
”
. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. The Company will generate revenue from the sale of eBooks which will sell from $2.00 to $10.00.
(I) Fair Value of Financial Instruments
The Company measures its financial assets and liabilities in accordance with GAAP. For certain of our financial instruments, including cash, accounts payable, and the short-term portion of long-term debt, the carrying amounts approximate fair value due to their short maturities.
We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.
(J) Recent Accounting Pronouncements
In August 2014, the FASB issued Accounting Standards Update
“
ASU
”
2014-15 on
“
Presentation of Financial Statements Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity
’
s Ability to Continue as a Going Concern
”
. Currently, there is no guidance in U.S. GAAP about management
’
s responsibility to evaluate whether there is substantial doubt about an entity
’
s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity
’
s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management
’
s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management
’
s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.
In July 2015, FASB issued Accounting Standards Update (
“
ASU
”
) No. 2015-11,
“
Inventory (Topic 330): Simplifying the Measurement of Inventory
”
more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). The amendments in this ASU do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of this Update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments in this ASU should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.
In August 2015, FASB issued Accounting Standards Update (
“
ASU
”
) No.2015-14,
“
Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date
”
defers the effective date ASU No. 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. All other entities may apply the guidance in ASU No. 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance in Update 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance in ASU No. 2014-09. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.
In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) that clarifies how to apply revenue recognition guidance related to whether an entity is a principal or an agent. ASU 2016-08 clarifies that the analysis must focus on whether the entity has control of the goods or services before they are transferred to the customer and provides additional guidance about how to apply the control principle when services are provided and when goods or services are combined with other goods or services. The effective date for ASU 2016-08 is the same as the effective date of ASU 2014-09 as amended by ASU 2015-14, for annual reporting periods beginning after December 15, 2017, including interim periods within those years. The Company has not yet determined the impact of ASU 2016-08 on its consolidated financial statements.
All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable
|
|
NOTE 2
|
PROPERTY AND EQUIPMENT
|
Property and equipment consist of the following at April 30, 2016:
Depreciation expense was $90 and $134 for the nine months ended April 30, 2016 and 2015, respectively.
During the nine months ended April 30, 2016 and 2015, the Company recorded $536 and $0 in impairment losses.
|
|
NOTE 3
|
NOTES PAYABLE
–
RELATED PARTY
|
During the nine months ended April 30, 2016 the Company entered into a promissory note with a related party in the amount of $5,000. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on December 31, 2016 (See Note 6).
On October 13, 2013 the Company entered into a promissory note with a related party in the amount of $100. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. In connection with the change in control in February 2016, the former CEO forgave the full amount due of $100 (See Note 4).
|
|
|
|
NOTE 4
|
STOCKHOLDERS
’
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 April 30, 2016, 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.
On September 17, 2015, the Company issued 200,000 shares of common stock for $10,000 ($0.05/share).
(C) In kind contribution of services
For the nine months ended April 30, 2016, a shareholder of the Company contributed services having a fair value of $10,400 (See Note 6).
In connection with the change in control in February 2016, a company controlled by the CEO paid operating expenses on behalf of the Company totaling $94,907 which was forgiven and recorded as an in-kind contribution of capital (See Note 6).
In connection with the change in control in February 2016, the former CEO forgave a note payable in the amount of $100 (See Notes 3 and 6).
(D) Stock Split
On June 10, 2016, the Company declared a two for one stock forward stock split. All share and per share data has been retroactively restated.
|
|
|
|
NOTE 5
|
COMMITMENTS AND CONTINGENCIES
|
(A) Consulting Agreements
On April 1, 2016 the Company entered into a consulting agreement to receive administrative and other miscellaneous services. The Company is required to pay $2,500 a month. The agreement is to remain in effect unless either party desires to cancel the agreement.
On March 1, 2014 the Company entered into a consulting agreement to receive administrative and other miscellaneous services. The Company is required to pay $5,000 a month. The agreement is to remain in effect unless either party desires to cancel the agreement. In connection with the change in control in February 2016, the agreement was terminated.
(B) Consulting Revenue
–
Related Party
On April 15, 2016, the Company entered into a consulting agreement to provide consulting services to Trendmaker PTE, Ltd, a related party. Amounts received will be recorded as an expense reimbursement. For the nine months ended April 30, 2016, no reimbursement was received in connection with the consulting agreement (See Note 6).
|
|
|
|
NOTE 6
|
RELATED PARTY TRANSACTIONS
|
For the nine months ended April 30, 2016, a shareholder of the Company contributed services having a fair value of $10,400 (See Note 4(C)).
In connection with the change in control in February 2016, a company controlled by the CEO paid operating expenses on behalf of the Company totaling $94,907, which was forgiven and recorded as an in-kind contribution of capital (See Note 4).
On October 13, 2013 the Company entered into a promissory note with a related party in the amount of $100. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. In conjunction with the change of control, this note was forgiven (See Notes 3 and 4)
On April 15, 2016, the Company entered into a consulting agreement to provide consulting services to Trendmaker PTE, Ltd, a related party. The amounts received will be recorded as an expense reimbursement. For the nine months ended April 30, 2016, no reimbursement was received in connection with the consulting agreement (See Note 5(B)).
During the nine months ended April 30, 2016 the Company entered into a promissory note with a related party in the amount of $5,000. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on December 31, 2016 (See Note 3).
As reflected in the accompanying financial statements, the Company has minimal operations, has an accumulated deficit of $296,987, a stockholder
’
s deficit of $26,530, and for the nine months ended April 30, 2016, had a net loss of $110,304 and used cash in operations of $118,393. 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. During the period covered by this report, the Company has discontinued it
’
s eBook publishing operations and changed the focus of it
’
s business operations to the provision of management and consulting services. In addition, subsequent to the period covered by this report, the Company has initiated efforts to raise additional operating capital through the private placement offer and sale of shares of its common stock.
Subsequent to April 30, 2016, the Company issued 295,000 shares of common stock for cash of $247,800 ($0.84/share).