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XNDA~~Quarterly Report (10-q)
Date :
01/23/2020 @ 4:16PM
Source :
Edgar (US Regulatory)
Quarterly Report (10-q)
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Table of Contents
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
?
Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934
For Quarterly Period Ended September 30, 2019
-OR-
?
Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934
For the transaction period from to
Commission File Number 333-200344
Xinda International Corp.
(Exact name of Registrant in its charter)
Nevada
37-1758469
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)
9190 W. Olympic Blvd, #32
Beverly Hills, CA 90212
90212
(Address of principal executive offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: +(855)777-5666
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
N/A
N/A
N/A
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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.
Large accelerated filer
?
Accelerated filer
?
Non-accelerated filer
?
Smaller reporting company
?
Emerging growth company
?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ? No ?
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the registrant's only class of common stock, as of December 31, 2019 was 25,957,300 shares.
XINDA INTERNATIONAL CORP.
(FORMERLY KNOWN AS TRIMAX CONSULTING, INC.)
FORM 10-Q
Period Ended September 30, 2019
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
3
Balance Sheets as of September 30, 2019 (Unaudited) and December 31, 2018
3
Statements of Operations for the Three and Nine Months Ended September 30, 2019 and 2018 (Unaudited)
4
Statements of Equity for the Nine Months Ended September 30, 2019 (Unaudited)
5
Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018 (Unaudited)
6
Notes to the Financial Statements (Unaudited)
7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
12
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
14
Item 4.
Controls and Procedures
14
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
15
Item 1A.
Risk Factors
15
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
15
Item 3.
Defaults Upon Senior Securities
15
Item 4.
Mine Safety Disclosures
15
Item 5.
Other Information
15
Item 6.
Exhibits
16
SIGNATURES
17
2
PART I - FINANCIAL INFORMATION
ITEM I — FINANCIAL STATEMENTS
XINDA INTERNATIONAL CORP.
BALANCE SHEETS
September 30, 2019
December 31, 2018
(Unaudited)
Assets
Current assets
Cash and cash equivalents
$
1,017
$
1,017
Investments
–
–
Total current assets
1,017
1,017
Total Assets
$
1,017
$
1,017
Liabilities and Shareholders’ Deficit
Current liabilities
Accrued expenses
$
67,108
$
65,308
Due to related parties
41,667
41,667
Total current liabilities
108,775
106,975
Shareholders’ Deficit
Common stock, $0.0001 par value; 50,000,000 shares authorized, 25,957,300 issued and outstanding at September 30, 2019 and December 31, 2018
2,596
2,596
Additional paid in capital
25,483
25,483
Accumulated deficit
(135,837
)
(134,037
)
Total Shareholders’ deficit
(107,758
)
(105,958
)
Total Liabilities and Shareholders’ Deficit
$
1,017
$
1,017
The accompanying notes are an integral part of these unaudited financial statements.
3
XINDA INTERNATIONAL CORP.
STATEMENTS OF OPERATIONS
(UNAUDITED)
For the three months ended September 30,
For the three months ended September 30,
For the nine
months ended September 30,
For the nine
months ended September 30,
2019
2018
2019
2018
Revenues
$
–
$
–
$
–
$
–
Operating Expenses
600
23,135
1,800
50,009
Net Loss from Operations before Income Taxes
(600
)
(23,135
)
(1,800
)
(50,009
)
Income Tax Expense
–
–
–
–
Net Loss
$
(600
)
$
(23,135
)
$
(1,800
)
$
(50,009
)
Basic and Diluted Net Loss Per Common Share
$
(0.00
)
$
(0.00
)
$
(0.00
)
$
(0.00
)
Weighted Average Number of Shares Outstanding; Basic and Diluted
25,957,300
25,957,300
25,957,300
25,957,300
The accompanying notes are an integral part of these unaudited financial statements.
4
TRIMAX CONSULTING, INC.
Statement of Shareholders' Equity
For the year ended December 31, 2018 and nine months ended September 30, 2019 (Unaudited)
Common Stock
Additional Paid-In
Accumulated
Shares
Amount
Capital
Deficit
Total
Balances December 31, 2017
25,957,300
$
2,596
$
25,483
$
(106,563
)
$
(78,484
)
Net Income for the year ended 12/31/2018
–
–
–
(27,474
)
(27,474
)
Balances December 31, 2018
25,957,300
$
2,596
$
25,483
$
(134,037
)
$
(105,958
)
Net loss for the nine months ended September 30, 2019
–
–
–
(1,800
)
(1,800
)
Balance September 30, 2019
25,957,300
$
2,596
$
25,483
$
(135,837
)
$
(107,758
)
The accompanying notes are an integral part of these statements
5
XINDA INTERNATIONAL CORP.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the nine months ended September 30, 2019
For the nine months ended September 30, 2018
Cash flows from operating activities:
Net loss
$
(1,800
)
$
(50,009
)
Adjustment to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities
Accrued expenses
1,800
50,009
Cash used in operating activities
–
–
Cash flows from investing activities:
Investment in land
–
–
Cash used in investing activities
–
–
Cash flows from financing activities:
Proceeds from related party loans
–
–
Repayments to related party loans
–
–
Cash provided by financing activities
–
–
Increase (Decrease) in cash and cash equivalents
–
–
Cash and cash equivalents at beginning of period
1,017
1,017
Cash and cash equivalents at end of period
$
1,017
$
1,017
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid
$
–
$
–
Interest paid
$
–
$
–
NON-CASH TRANSACTIONS
Net effect of assets distributed to and liabilities assumed by the former shareholder
$
–
$
–
Operating expenses paid by related party
$
–
$
–
The accompanying notes are an integral part of these unaudited financial statements.
6
XINDA INTERNATIONAL CORP.
(FORMERLY KNOWN AS TRIMAX CONSULTING, INC.)
Notes to Financial Statements
(Unaudited)
Note 1. Nature of Business
Nature of Business
Trimax Consulting, Inc. (“the Company”) was incorporated in Nevada on May 19, 2014. The Company was established for the purpose of real estate consulting and the purchasing of Tax Liens.
On March 16, 2017, pursuant to a stock purchase agreement between Oeshadebie Waterford, the Company's President and Chief Executive Officer (“CEO”), and Newfield Global Holdings Limited (“Newfield”) which is wholly owned by Mr. Jingyu Bai, Newfield acquired 25,000,000 shares of common stock of the Company for cash consideration of $300,000. The shares acquired represent 96.3% of the issued and outstanding shares of common stock of the Company. In connection with the stock purchase, the Company distributed the investment in the amount of $3,527 to Oeshadebie Waterford and Oeshadebie Waterford assumed accrued expenses in the amount of $11,500 and forgave a related party officer demand loan in the amount of $456. On March 16, 2017, Oeshadebie Waterford resigned her official position as President and Chief Executive Officer of the Company, and on the same day the shareholders of the Company voted Eng Wah Kung as Director and Chief Executive Officer of the Company, and Teck Siong Lim as Chief Financial Officer (“CFO”).
Upon the election of the new Board, the Company has altered the Company’s business plan to provide end to end HR services including recruitment, executive search, campus recruitment, training and a complete range of HR outsourcing solutions to clients, with the ultimate aim in creating true value for businesses, through the essential core asset of clients.
On May 8, 2017, the board of directors adopted an Amendment to its Articles of Incorporation changing the name of the Company to Xinda International Corp., and on June 9, 2017, the Financial Industry Regulatory Authority (“FINRA”) gave final approval for the name change and the ticker Symbol “XNDA”.
On May 17, 2018, the Company entered into a Purchase and Sale Agreement with Millrock Alaska LLC, an Alaska corporation (“Millrock”), pursuant to which the Company will acquire a 100% interest (subject to a royalty provision) in federal mining rights in the Lordsburg lithium project (the “Assets”). In consideration for acquisition of the Assets the Company has agreed to pay Millrock cash consideration of $50,000 as well as 19.9% of the Company’s issued and outstanding stock. The Company will execute and deliver to Millrock at closing a Royalty Deed pursuant to which the Company will pay Millrock a royalty of 3% of gross final sales (as defined in the Royalty Deed). The Company also will enter into and deliver to Millrock a Milestone Payment Agreement the parties have agreed to future share payments in the event that the Company makes exploration expenditures of US$5.0 million dollars on the claims or in a surrounding Area of Interest. Under this milestone the Company will issue to Millrock that number of Company shares of Common Stock that will result in Millrock owning 19.9% of the issued and outstanding shares of Company at that time. Further on September 30st of each calendar year, the Company will pay to Franklin Bain a finder’s fee equal to 2.5% of Exploration Expenditures incurred in the prior calendar year or $25,000, whichever is more. The requirement to pay the annual third milestone payment will end after $250,000 has been paid to Franklin Bain. The Purchase and Sale Agreement, the Royalty Deed and the Milestone Payment Agreement are attached hereto as exhibits and incorporated herein by reference.
Effective May 24, 2018 the Company completed delivery of the stock to Millrock by the delivery from Newfield Global Holdings Limited a total of 1,100,000 shares to Millrock. In addition, Newfield Global Holdings transferred 950,000 shares each to LWH Advisory Limited and LWH Consulting Sdn Bhd as part of the transaction. Subsequent to the acquisition, the Company intends to complete a 14 to 1 forward stock dividend of its stock.
As of August, 2018, the merger with Millrock was terminated because management did not comply with the agreement, as a result Mr Eng Wah KUNG was reinstated as the CEO of XNDA.
7
XINDA INTERNATIONAL CORP.
(FORMERLY KNOWN AS TRIMAX CONSULTING, INC.)
Notes to Financial Statements
(Unaudited)
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's latest Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for such interim periods are not necessarily indicative of operations for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year, as reported in the Form 10-K for the fiscal year ended December 31, 2018, have been omitted.
Use of Estimates
The preparation of financial statements that conform with accounting principles generally accepted in the United States requires management 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 the reported amounts of expenses during the reporting period. Management makes these estimates using the best information available at the time, however, actual results could differ materially from those estimates.
Fair Value of Financial Instruments
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
8
XINDA INTERNATIONAL CORP.
(FORMERLY KNOWN AS TRIMAX CONSULTING, INC.)
Notes to Financial Statements
(Unaudited)
Authoritative literature provides a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement as follows:
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
The Company's financial instruments consist principally of cash and accrued expenses. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature.
It is not, however, practical to determine the fair value of amounts due to related parties because the transactions cannot be assumed to have been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs.
Related Parties
A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
9
XINDA INTERNATIONAL CORP.
(FORMERLY KNOWN AS TRIMAX CONSULTING, INC.)
Notes to Financial Statements
(Unaudited)
Transactions involving related parties cannot be presumed to be carried out on an arm's- length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position and result of operations.
Note 3. Going Concern
The accompanying unaudited financial statements have been prepared assuming that the Company continues as a going concern. The Company has suffered recurring losses from operations. As shown in the accompanying unaudited financial statements, the Company has working capital deficit of $107,758 as of September 30, 2019, and has not generated any cash flows from operating activities for the three months ended June 30, 2019. Due to these conditions, it raises substantial doubt about its ability to continue as a going concern.
Upon election of the new Board, on March 16, 2017, the Company has undertaken a new business plan, principally providing a wide variety of human resource consulting services by facilitating identified, necessary change within an organization in order to enhance the success of the clients.
The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.
10
XINDA INTERNATIONAL CORP.
(FORMERLY KNOWN AS TRIMAX CONSULTING, INC.)
Notes to Financial Statements
(Unaudited)
Note 4. Related Party Transactions
The related parties consist of the following:
Eng Wah Kung, the Company’s Director and CEO; Xinda Human Resources Sdn Bhd, 50% owned by Eng Wah Kung and 50% owned by Teck Siong Lim.
Advances and loans from Related Parties
September 30, 2019
December 31, 2018
Eng Wah Kung
$
–
$
–
Total
$
–
$
–
The amounts due to related parties represent loans borrowed from related parties. They are unsecured, bear no interest and are repayable on demand. During the three months ended June 30, 2019, the Company repaid no loans to related parties.
Office Furnished by Related Party
The Company’s executive office is located 9190 W. Olympic Blvd, #324, Beverly Hills, CA 90212. This office is furnished to the Company by Xinda Human Resources Sdn Bhd at no charge.
Service Provided by Related Party
One accounting consultant, who is a friend of former CEO, provided non-compensated book keeping and financial reporting services to the Company from March 2017 through December 2019.
11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview and Outlook
Xinda International Corp. (formerly known as Trimax Consulting, Inc.) is a US listed Company, formed in the state of Nevada on May 19, 2014 focused on identifying property tax liens for sale and providing a valuation of the underlying properties to determine profit opportunities. The Company was principally engaged in business of marketing an array of property tax lien services including (a) identifying property tax lien auctions and property tax liens for sale; (b) providing valuation services with regards to real property subject to property tax liens; and (c) providing consultative and advisory services to property tax lien investors in regards to purchasing property tax liens, servicing property tax liens and adjudicating property tax liens.
Upon the installation of the new Board, the Company had decided to transition the business plan to provide end to end HR services including recruitment, executive search, campus recruitment, training and a complete range of HR outsourcing solutions to clients, with the ultimate aim in creating true value for businesses, through the essential core asset of clients. The business plan targets the modern corporate world, offering integrated consultancy services and strive towards providing total HR services and solutions to its clients with fresh thinking, innovative ideas and value add services. The Company’s business plan primary role is to provide a wide variety of Human Resource Consulting services in all vertical by facilitating identified, necessary change within an organization in order to enhance the success of the company. Our Management, Human Resource, and Training services are intended to improve productivity, efficiency, communication, and employee ethics.
We believe that whatever industry it may be, a full complete range of HR Consultant work is able to identify needs, develop an action plan, and assist with implementation, thus adding and retaining values to clients.
On May 8, 2017, the board of directors adopted an Amendment to its Articles of Incorporation changing the name of the Company to Xinda International Corp., and on June 9, 2017, the Financial Industry Regulatory Authority (“FINRA”) gave final approval for the name change and the ticker Symbol “XNDA”.
On May 17, 2018, the Company entered into a Purchase and Sale Agreement with Millrock Alaska LLC, an Alaska corporation (“Millrock”), pursuant to which the Company will acquire a 100% interest (subject to a royalty provision) in federal mining rights in the Lordsburg lithium project (the “Assets”). In consideration for acquisition of the Assets the Company has agreed to pay Millrock cash consideration of $50,000 as well as 19.9% of the Company’s issued and outstanding stock. The Company will execute and deliver to Millrock at closing a Royalty Deed pursuant to which the Company will pay Millrock a royalty of 3% of gross final sales (as defined in the Royalty Deed). The Company also will enter into and deliver to Millrock a Milestone Payment Agreement the parties have agreed to future share payments in the event that the Company makes exploration expenditures of US$5.0 million dollars on the claims or in a surrounding Area of Interest. Under this milestone the Company will issue to Millrock that number of Company shares of Common Stock that will result in Millrock owning 19.9% of the issued and outstanding shares of Company at that time. Further on September 30st of each calendar year, the Company will pay to Franklin Bain a finder’s fee equal to 2.5% of Exploration Expenditures incurred in the prior calendar year or $25,000, whichever is more. The requirement to pay the annual third milestone payment will end after $250,000 has been paid to Franklin Bain. The Purchase and Sale Agreement, the Royalty Deed and the Milestone Payment Agreement are attached hereto as exhibits and incorporated herein by reference.
Effective May 24, 2018 the Company completed delivery of the stock to Millrock by the delivery from Newfield Global Holdings Limited a total of 1,100,000 shares to Millrock. In addition, Newfield Global Holdings transferred 950,000 shares each to LWH Advisory Limited and LWH Consulting Sdn Bhd as part of the transaction. Subsequent to the acquisition, the Company intends to complete a 14 to 1 forward stock dividend of its stock.
As of August, 2018, the merger with Millrock was terminated because management did not comply with the agreement, as a result Mr Eng Wah KUNG was reinstated as the CEO of XNDA.
12
Results of Operation for the Three and Three Months Ended March 21, 2019 and 2018
Capital and Sources of Liquidity
General and administrative expenses
General and administrative expenses were $600 for the three months ended September 30, 2019, compared to $23,135 for the three months ended September 30, 2018 a decrease of $22,535.
General and administrative expenses were $1,800 for the nine months ended September 30, 2019, compared to $50,009 for the nine months ended September 30, 2018 a decrease of $48,209.
Net loss
Net loss for the three months ended September 30, 2019 was $600. For the three months ended September 30, 2018, the Company recorded net loss of $23,135.
For the nine months ended September 30, 2019, net loss was $1,800. Net loss for nine months ended September 30, 2018 was $50,009.
LIQUIDITY AND CAPITAL RESOURCES
We believe that our existing sources of liquidity will not be sufficient to fund our operations, anticipated capital expenditures, working capital and other financing requirements for at least the next twelve months.
The following table summarizes total assets, accumulated deficit, stockholders' deficit and working capital at June 30, 2019 and December 31, 2018.
September 30,
December 31,
2019
2018
Total Assets
$
1,017
$
1,017
Accumulated Deficit
$
(135,837
)
$
(134,037
)
Shareholders’ Equity (Deficit)
$
(107,758
)
$
(105,958
)
Working Capital (Deficit)
$
(107,758
)
$
(105,958
)
Net cash used in operating activities was $0 during the three months ended June 30, 2019, following the resulting no revenue being produced the three months ended June 30, 2018.
Satisfaction of Our Cash Obligations for the Next Twelve Months
Our plan for satisfying our cash requirements for the next twelve months is through generating revenue from provide end to end HR services including recruitment, executive search, campus recruitment, training and a complete range of HR outsourcing solutions.
Inflation
The rate of inflation has had little impact on the Company's results of operations and is not expected to have a significant impact on the continuing operations.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
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 impact and any associated risks related to these policies on our business operations is discussed throughout management's Discussion and Analysis or Plan of Operation where such policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.
13
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position and result of operations.
Item 3. Quantitative and Qualitative Disclosure About Market Risk.
This item is not applicable as we are currently considered a smaller reporting company.
Item 4. Controls and Procedures.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission (SEC) rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.
Limitations on the Effectiveness of Disclosure Controls
In designing and evaluating the Company's disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.
Additionally, in designing disclosure controls and procedures, Company management necessarily was required to apply its judgment in evaluating the cost- benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions
Evaluation of Disclosure Controls and Procedures
Our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a- 15(e) under the Exchange Act) as of the end of the period covered by this report. Based on the evaluation, the CEO and CFO concluded that our disclosure controls and procedures are not effective in timely alerting them to material information relating to us that is required to be included in our periodic SEC filings and ensuring that information required to be disclosed by us in the reports we file or submit under the Act is accumulated and communicated to our management, including our Chief Financial Officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure, for the following reasons:
·
The Company does not have an independent board of directors or audit committee;
·
The Company is lack of segregation of duties and well-established procedures to authorize and approve related party transactions.
·
The Company does not have an independent body to oversee our internal controls over financial reporting.
We plan to rectify these weaknesses by implementing an independent board of directors.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal controls over financial reporting during the quarter ended June 30, 2019 that have materially affected or are reasonably likely to materially affect, such controls.
14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We know of no material pending legal proceedings to which our company or subsidiary is a party or of which any of their property is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities.
We know of no material proceedings in which any director, officer or affiliate of our company, or any registered or beneficial stockholder of our company, or any associate of any such director, officer, affiliate, or stockholder is a party adverse to our company or subsidiary or has a material interest adverse to our company or subsidiary.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under 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.
None.
Item 5. Other Information.
None.
15
Item 6. Exhibits.
Incorporated by reference
Exhibit
Exhibit Description
Filed herewith
Period
Form
ending
Filing Exhibit
date
31.1
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1
Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
32.2
Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension
101.DEF
Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
16
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.
Date: November 15, 2019
By:
/s/ Eng Wah KUNG
Eng Wah KUNG
Chief Executive Officer
Date: November 15, 2019
By:
/s/ Teck Siong LIM
Teck Siong LIM
Chief Financial Officer
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