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~~OF ~~the~~THE ~~quarterly~~SECURITIES ~~period~~EXCHANGE ~~ended~~ACT ~~September~~OF ~~30, 2023~~1934

For the quarterly period ended March 31, 2024

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

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 ~~November~~May 79, ~~2023~~2024
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 September 30, 2023 (Unaudited) and December 31, 2022 (Audited)	F-2
	Condensed Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023 (Audited)	F-2
	Condensed Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	F-3
	Condensed Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	F-3
	Condensed Statements of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2023 and 2022 (Unaudited)	F-4
	Condensed Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	F-4
	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (Unaudited)	F-5
	Condensed Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	F-5
	Notes to the Condensed Financial Statements	F-6 - F-810
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	32
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	43
ITEM 4.	CONTROLS AND PROCEDURES	43
PART II	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	54
ITEM 1A	RISK FACTORS	54
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	54
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	54
ITEM 4	MINE SAFETY DISCLOSURES	54
ITEM 5	OTHER INFORMATION	54
ITEM 6	EXHIBITS	54
	SIGNATURES	65

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 September 30, 2023 (Unaudited) and December 31, 2022 (Audited)	F-2
Condensed Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023 (Audited)	F-2
Condensed Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	F-3
Condensed Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	F-3
Condensed Statements of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2023 and 2022 (Unaudited)	F-4
Condensed Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	F-4
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (Unaudited)	F-5
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	F-5
Notes to the Condensed Financial Statements	F-6 - F-810

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 ~~September~~March 3031, ~~2023~~2024 (Unaudited) and December 31, ~~2022~~2023 (Audited)

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

	September 30, 2023			December 31, 2022
	March 31, 2024			December 31, 2023
	(Unaudited)			(Audited)
	$			$
ASSET
CURRENT ASSET
Due from related party		~~154~~132,~~574~~368			~~185~~147,~~013~~322
Total Current Asset		~~154~~132,~~574~~368			~~185~~147,~~013~~322
TOTAL ASSET		~~154~~132,~~574~~368			~~185~~147,~~013~~322
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accrued liabilities		5,596			10,~~298~~894
Due to related party		214,842			214,842
Total Current Liabilities		220,438			225,~~140~~736
TOTAL LIABILITIES		220,438			225,~~140~~736
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 September 30, 2023 and December 31, 2022		1,354			1,354
Common stock, $0.0001 par value; 100,000,000 shares authorized, 13,537,000 and 13,537,000 issued and outstanding as of March 31, 2024 and December 31, 2023		1,354			1,354
Additional paid in capital		825,166			825,166
Accumulated deficits		(892,384	)		(866,647	)
Accumulated deficit		(914,590	)		(904,934	)
TOTAL STOCKHOLDERS’ EQUITY		(6588,~~864~~070	)		(4078,~~127~~414	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		~~154~~132,~~574~~368			~~185~~147,~~013~~322

See accompanying notes to condensed financial statements.

F-2

TRENDMAKER, INC. LIMITED

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023

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

(Unaudited)

	2023			2022			2023			2022
	2024			2023
	Three months ended September 30						Nine months ended September 30
	Three months ended March 31
	2023			2022			2023			2022
	2024			2023
	$			$			$			$
REVENUE		-			-			-			-
OTHER SERVICE FEES		-			-			-			-
COST OF REVENUE		-			-			-			-
GROSS PROFIT		-			-			-			-
PROFESSIONAL FEES		-			-			-			-
GENERAL AND ADMINISTRATIVE EXPENSES		(109,~~950~~656	)		(108,~~488~~637	)		~~(25,737~~	)		~~(26,407~~	)
LOSS BEFORE INCOME TAX		(109,~~950~~656	)		(108,~~488~~637	)		~~(25,737~~	)		~~(26,407~~	)
INCOME TAX PROVISION		-			-			-			-
NET LOSS		(10,950	)		(10,488	)		(25,737	)		(26,407	)
NET LOSS AFTER TAX		(9,656	)		(8,637	)
Net loss per share, basic and diluted:		(0.~~0008~~0007	)		(0.~~0008~~0006	)		~~(0.0019~~	)		~~(0.0019~~	)
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 STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023

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

(Unaudited)

~~Nine~~Three months ended ~~September~~March 3031, ~~2023~~2024

	Number of Shares		Amount		PAID-IN CAPITAL		ACCUMULATED ~~DEFICITS~~DEFICIT			TOTAL EQUITY
	COMMON STOCK				ADDITIONAL
	Number of Shares		Amount		PAID-IN CAPITAL		ACCUMULATED ~~DEFICITS~~DEFICIT			TOTAL EQUITY
Balance as of December 31, 2022 (Audited)		13,537,000	$	1,354	$	825,166	$	(866,647	)	$	(40,127	)
Balance as of December 31, 2023 (Audited)		13,537,000	$	1,354	$	825,166	$	(904,934	)	$	(78,414	)
Net loss for the period		-		-		-		(89,~~637~~656	)		(89,~~637~~656	)
Balance as of March 31, 2023 (Unaudited)		13,537,000		1,354		825,166		(875,284	)		(48,764	)
Balance as of March 31, 2024 (Unaudited)		13,537,000		1,354		825,166		(914,590	)		(88,070	)
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	)
Net loss for the period		-		-		-		(10,950	)		(10,950	)
Balance as of September 30, 2023 (Unaudited)		13,537,000		1,354		825,166		(892,384	)		(65,864	)

~~Nine~~Three months ended ~~September~~March 3031, ~~2022~~2023

	COMMON STOCK				ADDITIONAL
	Number of Shares		Amount		PAID-IN CAPITAL		ACCUMULATED ~~DEFICITS~~DEFICIT			TOTAL EQUITY
Balance as of December 31, 2021 (Audited)		13,537,000	$	1,354	$	825,166	$	(826,657	)	$	(137	)
Balance as of December 31, 2022 (Audited)		13,537,000	$	1,354	$	825,166	$	(866,647	)	$	(40,127	)
Net loss for the period		-		-		-		(9,333	)		(9,333	)
Balance		13,537,000	$	1,354	$	825,166	$	(866,647	)	$	(40,127	)
Balance as of March 31, 2022 (Unaudited)		13,537,000		1,354		825,166		(835,990	)		(9,470	)
Net loss for the period		-		-		-		(8,637	)		(8,637	)
Net loss for the period		-		-		-		(6,586	)		(6,586	)
Balance as of March 31, 2023 (Unaudited)		13,537,000		1,354		825,166		(875,284	)		(48,764	)
Balance as of June 30, 2022 (Unaudited)		13,537,000		1,354		825,166		(842,576	)		(16,056	)
Balance		13,537,000		1,354		825,166		(875,284	)		(48,764	)
Balance, value		13,537,000		1,354		825,166		(842,576	)		(16,056	)
Net loss for the period		-		-		-		(10,488	)		(10,488	)
Balance as of September 30, 2022 (Unaudited)		13,537,000		1,354		825,166		(853,064	)		(26,544	)
Balance, value		13,537,000		1,354		825,166		(853,064	)		(26,544	)

See accompanying notes to condensed financial statements.

F-4

TRENDMAKER, INC. LIMITED

CONDENSED STATEMENTS OF CASH FLOWS

For the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023

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

(Unaudited)

	2023			2022
	2024			2023
	Nine months ended September 30
	Three months ended March 31
	2023			2022
	2024			2023
	$	$		$	$
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		(25,737	)		(26,407	)
Net loss after tax		(9,656	)		(8,637	)
Changes in operating assets and liabilities:
Due from related party		3014,~~439~~954			3013,~~309~~339
Accrued liabilities		(45,~~702~~298	)		(34,~~902~~702	)
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 ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024

(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 condensed financial statements as of and for the three months ended March 31, 2024, and 2023, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ~~and~~(“US GAAP”) have been condensed or omitted. In the ~~rules~~opinion ~~and~~of ~~regulations~~management, all adjustments (consisting of ~~the~~normal ~~Securities~~recurring ~~and~~accruals) ~~Exchange~~considered ~~Commission~~necessary for a ~~interim~~fair ~~financial~~presentation ~~information~~have been included. ~~Accordingly~~ Operating results for the period ended March 31, ~~they~~2024, doare not ~~include~~necessarily ~~all~~indicative of the ~~information~~results that ~~necessary~~may be expected for athe ~~comprehensive~~year ~~presentation~~ending December 31, 2024. The Condensed Balance Sheets information as of ~~financial~~March ~~position~~31, ~~and~~2024, ~~results~~was derived from the Company’s audited Financial Statements as of and for the year ended December 31, 2023, included in the Company’s ~~operations~~Annual Report on Form 10-K filed with the SEC on March 13, 2024. These financial statements should be read in conjunction with that report.

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 ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024

(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 ~~September~~March 3031, ~~2023~~2024, 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 three months ended March 31, 2024

(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-78

TRENDMAKER, INC. LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024

(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 ~~September~~March 3031, ~~2023~~2024, 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 ~~September~~March 3031, ~~2023~~2024, the Company has 13,537,000 shares of common stock outstanding.

3. COMMITMENTS AND CONTINGENCIES

As of ~~September~~March 3031, ~~2023~~2024, the Company has no commitment or contingency involved.

4. ACCRUED LIABILITIES

Accrued liabilities consisted of the followings at ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023.

SCHEDULE OF ACCRUED LIABILITIES

	September 30, 2023		December 31, 2022
	March 31, 2024		December 31, 2023
	(Unaudited)		(Audited)
	$	$	$	$
Accrued expenses		5,596		10,~~298~~894
Total accrued liabilities		5,596		10,~~298~~894

F-9

TRENDMAKER, INC. LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the three months ended March 31, 2024

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

(Unaudited)

5. RELATED PARTY BALANCES

SCHEDULE OF RELATED PARTY TRANSACTIONS

	September 30, 2023		December 31, 2022
	March 31, 2024		December 31, 2023
	(Unaudited)		(Audited)
	$	$	$	$
Due from related party:
Related Party A		~~154~~132,~~574~~368		~~185~~147,~~013~~322
Due to related party:
Related Party B		214,842		214,842

As of ~~September~~March 3031, ~~2023~~2024, the balance US$~~154~~132,~~574~~368 represented an outstanding amount due from Related Party A and US$214,842 represented an outstanding amount due to Related Party B. Related ~~Party~~ Party A and Related Party B respectively are having common director with the Company. The amount ~~due~~ due are unsecured, interest-free with no fixed repayment term.

6. GOING CONCERN

As of ~~September~~March 3031, ~~2023~~2024, the Company has an accumulated deficit of $~~892~~914,~~384~~590, stockholders’ liabilities of $6588,~~864~~070 and a net loss of $259,~~737~~ 656 for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024. 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 ~~September~~March 3031, ~~2023~~2024 the date the Company issued unaudited ~~consolidated~~ 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-810

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

Going Concern

Results of Operations

For the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023

For the three months period ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, the Company has generated no profit but loss of $109,~~950~~656 and $108,~~488~~637 respectively.

For the nine months ended September 30, 2023 and 2022

For the nine months period ended September 30, 2023 and 2022, the Company has generated no profit but loss of $25,737 and $26,407 respectively.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the Company has no cash on hand, but has a total asset entirely consisting due from related party of $~~154~~132,~~574~~368 and $~~185~~147,~~013~~322 of which is the amount due from Phyto Science Sdn. Bhd.

As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023 the Company has total liabilities of $220,438 and $225,~~140~~736 consisting accrued liabilities ~~and~~ and amount due to Trendmaker Pte. Ltd.

The Company has a stockholders’ liabilities of $6588,~~864~~070 and $4078,~~127~~414 as at ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023 respectively.

Net cash used in operating activities for the period ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023 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.

Recent Accounting Pronouncements

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.

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.

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: November 7, 2023
Date: May 9, 2024
	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)

Filing Compare · TRENDMAKER INC. LTD.