Document and Entity Information
Document and Entity Information | 11 Months Ended |
Dec. 31, 2015 | |
Document And Entity Information | |
Entity Registrant Name | Umatrin Holding Ltd |
Entity Central Index Key | 1,317,839 |
Document Type | S1 |
Document Period End Date | Dec. 31, 2015 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity a Well-known Seasoned Issuer | No |
Entity a Voluntary Filer | No |
Entity's Reporting Status Current | Yes |
Entity Filer Category | Smaller Reporting Company |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2,015 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Jan. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 16 | |
Total Current Assets | 16 | |
TOTAL ASSETS | $ 0 | 16 |
Current Liabilities | ||
Accounts payable and accrued expenses | 6,831 | 3,312 |
Shareholder advance | 96,298 | 21,967 |
Total Current Liabilities | $ 103,129 | 25,279 |
Convertible notes payable, related party, net of debt discounts | 6,530 | |
TOTAL LIABILITIES | $ 103,129 | $ 31,809 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock: 10,000,000 authorized; $0.00001 par value 0 and 0 shares issued and outstanding | ||
Common stock: 500,000,000 authorized; $0.00001 par value 33,570,000 and 58,319,000 shares issued and outstanding | $ 583 | $ 336 |
Additional paid-In capital | 2,281,284 | 1,988,790 |
Accumulated deficit | (2,384,996) | (2,020,919) |
Total Stockholders' Deficit | (103,129) | (31,793) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 0 | $ 16 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2015 | Jan. 31, 2015 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, Par value | $ 0.00001 | $ 0.00001 |
Preferred stock, Authorized | 10,000,000 | 10,000,000 |
Preferred stock, Issued | 0 | 0 |
Preferred stock, Outstanding | 0 | 0 |
Common stock, Par value | $ 0.00001 | $ 0.00001 |
Common stock, Authorized | 500,000,000 | 500,000,000 |
Common stock, Issued | 58,319,100 | 33,570,000 |
Common stock, Outstanding | 58,319,100 | 33,570,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | Jan. 31, 2015 | |
Statements Of Operations | |||
REVENUE | |||
OPERATING EXPENSES: | |||
Professional Fees | $ 69,840 | $ 7,037 | $ 10,349 |
Stock Compensation-Stock Options | 283,126 | 57,654 | 62,942 |
General and Administrative | 8,026 | 62 | 5,965 |
TOTAL OPERATING EXPENSES | 360,991 | 64,753 | 79,256 |
LOSS FROM OPERATIONS | (360,991) | (64,753) | (79,256) |
OTHER INCOME (EXPENSES) | |||
Imputed Interest Expense | (2,168) | (574) | (590) |
Interest Expense-Beneficial Conversion | (917) | (4,479) | (4,947) |
TOTAL OTHER (INCOME) EXPENSES, NET | (3,085) | (5,053) | (5,537) |
LOSS BEFORE INCOME TAXES | $ (364,077) | $ (69,806) | $ (84,793) |
INCOME TAXES | |||
NET LOSS | $ (364,077) | $ (69,806) | $ (84,793) |
Net Loss Per Common Share - basic & diluted | $ (0.01) | $ 0 | $ 0 |
Weighted Average Common Shares Outstanding | 54,095,451 | 33,570,000 | 33,570,000 |
STATEMENTS OF STOCKHOLDERS' DEF
STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Shares at Jan. 31, 2014 | 33,570,000 | |||
Beginning Balance, Amount at Jan. 31, 2014 | $ 336 | $ 1,925,258 | $ (1,936,126) | |
Interest as in-kind contribution | 590 | $ 590 | ||
Stock options expense | 62,942 | 62,942 | ||
Net Loss | (84,793) | (84,793) | ||
Ending Balance, Shares at Jan. 31, 2015 | 33,570,000 | |||
Ending Balance, Amount at Jan. 31, 2015 | $ 336 | 1,988,790 | (2,020,919) | (31,793) |
Issuance of stock for promissory notes, Shares | 24,749,100 | |||
Issuance of stock for promissory notes, Amount | $ 247 | 7,200 | 7,447 | |
Interest as in-kind contribution | 2,168 | 2,168 | ||
Stock options expense | 283,126 | 283,126 | ||
Net Loss | (364,077) | (364,077) | ||
Ending Balance, Shares at Dec. 31, 2015 | 58,319,100 | |||
Ending Balance, Amount at Dec. 31, 2015 | $ 583 | $ 2,281,284 | $ (2,384,996) | $ (103,129) |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | Jan. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (364,077) | $ (69,806) | $ (84,793) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Interest contribution | 2,168 | $ 5,053 | 590 |
Amortization of debt discounts | 917 | 4,947 | |
Stock options issued for compensation | 283,126 | $ 57,654 | 62,942 |
Changes in operating assets and liabilities: | |||
Accounts payable and accrued expenses | 3,519 | (1,540) | 1,772 |
Shareholder advances | 74,331 | 8,558 | 14,467 |
Net Cash Provided By (Used in) Operating Activities | (16) | (81) | (75) |
Net increase (decrease) in cash and cash equivalents | (16) | (81) | (75) |
Cash and cash equivalents, beginning of period | $ 16 | ||
Cash and cash equivalents, end of period | $ 10 | $ 16 | |
Supplemental cash flow information | |||
Cash paid for interest | |||
Cash paid for taxes |
ORGANIZATION
ORGANIZATION | 11 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 1. ORGANIZATION | Umatrin Holding Limited (formerly known as Golden Opportunities Corporation) (the "Company") ("Umatrin") was incorporated in the state of Delaware on February 2, 2005. The Company was originally incorporated in order to locate and negotiate with a targeted business entity for the combination of that target company with the Company. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 11 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 2. SIGNIFICANT ACCOUNTING POLICIES | Basis of presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("US GAAP"). The Company's financial statements are expressed in U.S. dollars. Change in fiscal year On February 24, 2016, the Board of Directors of the "Company" approved and ratified to change the Company's fiscal year end from January 31 to December 31, effective immediately as of the date of the board approval.The required transition period of February 1, 2015 to December 31, 2015 is included in these financial statements Use of estimates The preparation of financial statements in conformity 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Fair value of financial instruments The Company's balance sheet includes financial instruments, including cash, accounts payable, accrued expenses, amounts due to related party and convertible notes payable to a related party. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. Accounting Standards Codification ("ASC") 820, Fair Value Measurements and Disclosures Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2015. The respective carrying value of certain amounts on the balance sheet financial instruments approximated their fair values due to the short-term nature of these instruments. Related parties The Company adopted ASC 850, Related Party Disclosures Risks and Uncertainties The Company's operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure. Commitments and contingencies The Company adopted ASC 450-20, Loss Contingencies There were no commitments or contingencies at December 31, 2015 and January 31, 2015. Impairment of assets The carrying amounts of assets on the balance sheet are reviewed for impairment when there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. An impairment loss is charged to the statement of operation immediately unless the asset is carried at its revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of a previously recognized revaluation surplus for the same asset. In respect of assets other than goodwill, and when there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognized to the extent of the carrying amount of the asset that would have been determined (net of amortization and depreciation) had no impairment loss been recognized. The reversal is recognized in the statement of operation immediately, unless the asset is carried at its revalued amount. A reversal of an impairment loss on a revalued asset is credited directly to the revaluation surplus. However, to the extent that an impairment loss on the same revalued asset was previously recognized as an expense in the statement of operation, a reversal of that impairment loss is recognized as income in the statement of operation. Cash and cash equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. The cash and cash equivalents on December 31, 2015 and January 31, 2015 were $nil and $16, respectively. Income taxes and valuation allowance The Company follows ASC 740, Income Taxes A tax benefit from an uncertain tax position may be recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that the relevant taxing authority that has full knowledge of all relevant information will examine each uncertain tax position. Although the Company believes the estimates are reasonable, no assurance can be given that the final outcome of these matters will not be different than what is reflected in the historical income tax provisions and accruals. Cash flows reporting The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method ("Indirect method") as defined by ASC 230 to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period. Recent Accounting Pronouncements In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory In February 2015, FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. The new consolidation standard changes the way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a VIE, and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. The guidance is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2015. Early adoption is allowed, including early adoption in an interim period. A reporting entity may apply a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or may apply the amendments retrospectively. The Company is currently assessing the impact of the adoption of this guidance on the financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers The Company believes that there were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 11 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 3. GOING CONCERN | As reflected in the accompanying financial statements, the Company had earned no revenues and at December 31, 2015 had accumulated a deficit of $2,384,996 that included loss of $364,077 for the eleven months ended December 31, 2015. While the Company is attempting to commence operations and produce revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
RECENTLY ISSUED ACCOUNTING PRON
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 11 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 4. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory, which modifies existing requirements regarding measuring inventory at the lower of cost or market. Under existing standards, the market amount requires consideration of replacement cost, net realizable value (NRV), and NRV less an approximately normal profit margin. The new ASU replaces market with NRV, defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This eliminates the need to determine and consider replacement cost or NRV less an approximately normal profit margin when measuring inventory. The amendments are effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. The Company is currently assessing this ASU's impacts on the Company's consolidated results of operations and financial condition. In April 2015, FASB issued Accounting Standards Update (ASU) No. 2015-03, Consolidation (Topic 810). The amendments in this update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The amendments in this update simplify the codification by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction form the carrying amount of the related debt liability. This treatment is consistent with the treatment of debt discounts. Recognition and measurement guidance for debt issuance costs remain unchanged by this update. Early adoption is permitted, but not required; for financial statements that have not been previously issued. At this time we are not early adopting. As the objective of this standard is to reduce cost and complexity and alleviate uncertainty while maintaining or improving the usefulness of information provided to the users of financials statements, the adoption of this standard is not expected to impact our financial position or results of operations. In February 2015, FASB issued Accounting Standards Update (ASU) No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30). The amendments in this update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The amendments in this update simplify the codification and reduce the number of consolidation models by eliminating the indefinite deferral of Statement 167 and placing more emphasis on the risk of loss when determining controlling financial interests. Early adoption is permitted, but not required; at this time we are not early adopting. As the objective of this standard is to reduce cost and complexity and alleviate uncertainty while maintaining or improving the usefulness of information provided to the users of financials statements, the adoption of this standard is not expected to impact our financial position or results of operations. In February 2015, FASB issued Accounting Standards Update (ASU) No. 2015-02, Consolidation (Topic 810). The amendments in this update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The amendments in this update simplify the codification and reduce the number of consolidation models by eliminating the indefinite deferral of Statement 167 and placing more emphasis on the risk of loss when determining controlling financial interests. Early adoption is permitted, but not required. As the objective of this standard is to reduce cost and complexity and alleviate uncertainty while maintaining or improving the usefulness of information provided to the users of financials statements, the adoption of this standard is not expected to impact our financial position or results of operations. In January 2015, FASB issued Accounting Standards Update (ASU) No. 2015-01, Income Statement-Extraordinary and Unusual Items (Subtopic 225-20). This update eliminates from GAAP the concept of extraordinary items. The amendments in this update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The amendment may be applied both prospectively and retrospectively. Early adoption is permitted, but not required; as long as the standard is applied from the beginning of the fiscal year of adoption. As the objective of this standard is to reduce cost and complexity and alleviate uncertainty while maintaining or improving the usefulness of information provided to the users of financials statements, the adoption of this standard is not expected to impact our financial position or results of operations. The Company believes that there were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 11 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 5. RELATED PARTY TRANSACTIONS | Shareholder Advances In support of the Company's efforts and cash requirements, the Company has relied on advances from the majority shareholder and sole officer until such time that the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by this shareholder. Shareholder advances were used to fund current operating expenses through advances or amounts paid on behalf of the Company in satisfaction of liabilities. During the eleven months ended December 31, 2015, and the year ended January 31, 2015 the Company's officers advanced a total of $74,331 and $14,467, respectively. Shareholder advances outstanding was $96,298 at December 31, 2015, and $21,967 at January 31, 2015, respectively. Shareholder advances are non-interest bearing. The Company had recognized imputed interest expense on advances, in the amounts of $2,168 and $590 for the eleven months ended December 31, 2015 and for the year ended January 31, 2015, respectively. These amounts were recognized as interest expense and a corresponding contribution to capital. Convertible Notes Payable On September 15, 2013, $164,994 of shareholder advances payable to the Company's former sole officer and majority owner were re-structured into two notes in equal amounts of $82,497, each convertible into the Company's common stock at rates of $0.005 and $0.01 per share respectively. The notes are convertible on demand of the holder, bear no interest, and have a maturity date of September 15, 2023. The two notes in equal amounts of $82,497 were converted by the new controlling shareholder on March 29, 2015 into 16,499,400 shares of common stock at $0.005 per share and 8,249,700 shares of common stock at $0.01 per share. (For more information, please refer to Note 6.) Equity In 2011, the Company issued an option to purchase 8,000,000 common shares at $0.10 per share, to an officer of the Company for compensation. (For more information, please refer to Note 7.) |
CONVERTIBLE NOTE PAYABLE
CONVERTIBLE NOTE PAYABLE | 11 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 6. CONVERTIBLE NOTE PAYABLE | On September 15, 2013, $164,994 of shareholder advances payable to the Company's sole officer and majority owner were re-structured into two notes in equal amounts of $82,497, each convertible into the Company's common stock at rates of $0.005 and $0.01 per share respectively. They are convertible on demand of the holder, bear no interest, have a maturity date of September 15, 2023. The Company discounted the non-interest bearing note at 3.24% interest rate, in accordance with the Applicable Federal Rate. Based on the intrinsic value of the conversion feature, the Company determined that there was a beneficial conversion feature associated with two notes payable. As a result of the beneficial conversion feature exceeding the proceeds received from the promissory notes, management discounted the notes 100% as a debt discount and will amortize this discount over the 10-year lives of the notes on the interest rate method. The two notes in equal amounts of $82,497 were converted by the new controlling shareholder on March 29, 2015 into 16,499,400 shares of common stock at $0.005 per share and 8,249,700 shares of common stock at $0.01 per share. Total debt discount of $7,447 was amortized from issuance of convertible note to the day the notes was converted. The interest expense amortized for the eleven months ended December 31, 2015 and for the year ended January 31, 2015 were $917 and $4,947, respectively. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 11 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 7. STOCKHOLDERS' EQUITY | On February 20, 2015, the majority shareholders voted on and approved an increase of the number of authorized common shares from 100,000,000 to 500,000,000 and a decrease in par value from $0.001 to $0.00001. The majority shareholders also voted on and approved a designation of 10,000,000 preferred shares with no series and a par value of $0.00001. The financial statements presented have been retroactively restated to present the change in authorized and par value. Equity Common Stock On March 29, 2015, the Company issued 16,499,400 shares at $0.005 a share and totaling $82,497 and 8,249,700 shares at $0.01 a share and totaling $82,497 as conversions of two promissory notes payable for past advances and loans. See Note 5. Equity Additional Paid-In Capital The Company had recognized imputed interest expense on advances, in the amounts of $2,168 and $590 for the eleven months ended December 31, 2015 and for the year ended January 31, 2015, respectively. These amounts were recognized as interest expense and a corresponding contribution to capital. Stock options On July 30, 2011, the Company issued an option to purchase 8,000,000 common shares to an officer of the Company in consideration for services at $0.10 per share valued at nil on the date of grant as compensation. The fair value of the option grant estimated on the date of grant uses the Black-Scholes option-pricing model with the following weighted-average assumptions: July 31, 2011 Expected option life (year) 8 Expected volatility 58.62 %* Expected dividends 0.00 % Risk-free rate(s) 2.32 % __________________ * As a thinly traded public entity, it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected two (2) comparable companies to calculate the expected volatility. The Company calculated two (2) comparable companies' historical volatility over the expect life of the share options of eight (8) years and averaged the two (2) comparable companies' historical volatility as its expected volatility. The fair value of the stock options issued on July 31, 2011 using the Black-Scholes Option Pricing Model was $504,024 at the date of grant. On August 22, 2015, all the remaining unvested stock options became vested. For the periods ended December 31 and December 31, 2014, $283,126 and $57,654 respectively, was recognized as compensation expense for stock options issued. Summary of Compensation Expense-Options Date Value on Date of Grant Expenses Reported Expense Projected True-up Amount Cumulative Reported Expense Unrecognized Compensation Weighted Average Period to Recognize 7/30/2011 504,024 504,024 7.0 1/31/2012 16,053 31,933 472,091 6.5 1/31/2013 61,132 (43 ) 95,065 408,959 5.5 1/31/2014 62,891 43 157,957 346,067 4.5 1/31/2015 62,941 220,898 283,126 3.5 12/31/2015 283,126 504,024 - - |
INCOME TAXES
INCOME TAXES | 11 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
NOTE 8. INCOME TAXES | The Company has not recognized an income tax benefit for its domestic operating losses based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. As of December 31 and January 31, 2015, the Company had incurred domestic net losses of $2,384,996 and $2,020,919, which constitute net operating losses for income tax purposes and results in a deferred tax asset. NOLs begin expiring in 2025. The losses result in a deferred tax asset and an equal valuation allowance of: December 31, January 31, 2015 2015 Deferred tax asset, generated from net operating loss at statutory rates $ 357,700 $ 303,100 Valuation allowance (357,700 ) (303,100 ) $ - $ - The reconciliation of the effective income tax rate to the federal statutory rate is as follows: Federal income tax rate 15.0 % Increase in valuation allowance (15.0 )% Effective income tax rate 0.0 % |
BUSINESS COMBINATION
BUSINESS COMBINATION | 11 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 9. BUSINESS COMBINATION | On January 6, 2016, the Company acquired 80% of the equity interests of U Matrin Worldwide SDN BHD ("Umatrin") in exchange for the issuance of a total of 100,000,000 shares of its common stock to the two holders of Umatrin, Dato' Sri and Dato' Liew. Immediately following the Share Exchange, the business of Umatrin became the business of the Company. U Matrin Worldwide SDN BHD, formerly known as OLC Worldwide SDN BHD, was incorporated in Malaysia on July 22, 1993. The principal activities of Umatrin is direct selling and trading on beauty and personal care products, and investment holding. The Company entered into a share exchange agreement with Umatrin whereas the acquisition was accounted under US GAAP as a business combination under common control with the Company being the acquirer as both entities were owned by the same controlling shareholders. Accordingly, historical cost will be the basis for transfer of assets and liabilities in the business combination in accordance with ASC 805-50-30-5. A. Audited Financial Statements Audited Financial Statements of Umatrin Worldwide Sdn. Bhd. ("Umatrin") as of and for the years ended December 31, 2015 and 2014 are presented as follows in accordance with Rule 3-05 of the SEC's Regulation S-X- B. Unaudited Pro Forma Combined Financial Information The accompanying unaudited pro forma combined financial information have been prepared to present the balance sheet and statements of operations of Umatrin Holding Ltd. (the "Company" or "UMHL"), to indicate how the consolidated financial statements of the Company might have looked like if the acquisition of Umatrin Worldwide Sdn. Bhd. ("Umatrin") and transactions related to the acquisition had occurred as of the beginning of the period presented. The unaudited pro forma condensed combined balance sheet as of December 31, 2015 is presented as if the acquisition of Umatrin had occurred on the first day of the eleven months ended December 31, 2015. The unaudited pro forma condensed combined statements of operations for the nine months ended October 31, 2015, and for the fiscal year ended January 31, 2015, are presented as if the acquisition of Umatrin had occurred on the first day of the fiscal year ended January 31, 2015 and were carried forward through each of the aforementioned periods presented. These pro forma condensed financial statements are presented for illustrative purposes only and are not intended to be indicative of actual consolidated financial position and consolidated results of operations had the purchase been in effect during the periods presented, or of consolidated financial condition or consolidated results of operations that may be reported in the future. The pro forma adjustments contained in the pro forma combined financial statements relate to the assumptions of all prior and existing liabilities of the Company upon consummation of the acquisition. Notes to Unaudited Pro Forma Combined Financial Information Note 1 Basis of Presentation The unaudited pro forma combined balance sheet as of December 31, 2015, and the unaudited pro forma combined statements of operations for the year ended December 31, 2015, are based on the historical financial statements of the Company and Umatrin after giving effect of the share exchange agreements entered between the Company and Umatrin on January 6, 2016, and the assumptions, reclassifications and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information. The Company entered into a share exchange agreement with Umatrin whereas the acquisition was accounted under US GAAP as a business combination under common control with the Company being the acquirer as both entities were owned by the same controlling shareholders. The pro forma combined financial information have been presented at historical costs and on a retroactive basis of the entities. No purchase price or reverse merger accounting methods were used. Note 2 Adjustments (A) The Company issued 100,000,000 shares of its commons stock to two shareholders of Umatrin in exchange for 1,200,000 shares (80% ownership) of Umatrin. Pursuant to the share exchange agreement effective January 6, 2016, the Company issued to Dato' Sri Eu Hin Chai and Dato' Liew Kok Hong 50,000,000 and 50,000,000 shares, respectively. (B) To eliminate Umatrin's historical shares capital, assuming the Umatrin's original stockholders will exchange their shares in Umatrin for the Company's shares. (C) To adjust the 20% noncontrolling interest after the share exchange. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 11 Months Ended |
Dec. 31, 2015 | |
Summary Of Significant Accounting Policies Policies | |
Basis of presentation | The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("US GAAP"). The Company's financial statements are expressed in U.S. dollars. |
Change in fiscal year | On February 24, 2016, the Board of Directors of the "Company" approved and ratified to change the Company's fiscal year end from January 31 to December 31, effective immediately as of the date of the board approval.The required transition period of February 1, 2015 to December 31, 2015 is included in these financial statements |
Use of estimates | The preparation of financial statements in conformity 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Fair value of financial instruments | The Company's balance sheet includes financial instruments, including cash, accounts payable, accrued expenses, amounts due to related party and convertible notes payable to a related party. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. Accounting Standards Codification ("ASC") 820, Fair Value Measurements and Disclosures Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2015. The respective carrying value of certain amounts on the balance sheet financial instruments approximated their fair values due to the short-term nature of these instruments. |
Related parties | The Company adopted ASC 850, Related Party Disclosures |
Risks and Uncertainties | The Company's operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure. |
Commitments and contingencies | The Company adopted ASC 450-20, Loss Contingencies There were no commitments or contingencies at December 31, 2015 and January 31, 2015. |
Impairment of assets | The carrying amounts of assets on the balance sheet are reviewed for impairment when there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. An impairment loss is charged to the statement of operation immediately unless the asset is carried at its revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of a previously recognized revaluation surplus for the same asset. In respect of assets other than goodwill, and when there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognized to the extent of the carrying amount of the asset that would have been determined (net of amortization and depreciation) had no impairment loss been recognized. The reversal is recognized in the statement of operation immediately, unless the asset is carried at its revalued amount. A reversal of an impairment loss on a revalued asset is credited directly to the revaluation surplus. However, to the extent that an impairment loss on the same revalued asset was previously recognized as an expense in the statement of operation, a reversal of that impairment loss is recognized as income in the statement of operation. |
Cash and cash equivalents | The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. The cash and cash equivalents on December 31, 2015 and January 31, 2015 were $nil and $16, respectively. |
Income taxes and valuation allowance | The Company follows ASC 740, Income Taxes A tax benefit from an uncertain tax position may be recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that the relevant taxing authority that has full knowledge of all relevant information will examine each uncertain tax position. Although the Company believes the estimates are reasonable, no assurance can be given that the final outcome of these matters will not be different than what is reflected in the historical income tax provisions and accruals. |
Cash flows reporting | The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method ("Indirect method") as defined by ASC 230 to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period. |
Recent Accounting Pronouncements | In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory In February 2015, FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. The new consolidation standard changes the way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a VIE, and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. The guidance is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2015. Early adoption is allowed, including early adoption in an interim period. A reporting entity may apply a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or may apply the amendments retrospectively. The Company is currently assessing the impact of the adoption of this guidance on the financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers The Company believes that there were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations. |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 11 Months Ended |
Dec. 31, 2015 | |
Stockholders Equity Tables | |
Fair value of the option grant | The fair value of the option grant estimated on the date of grant uses the Black-Scholes option-pricing model with the following weighted-average assumptions: July 31, 2011 Expected option life (year) 8 Expected volatility 58.62 %* Expected dividends 0.00 % Risk-free rate(s) 2.32 % |
Summary of compensation expense | Summary of Compensation Expense-Options Date Value on Date of Grant Expenses Reported Expense Projected True-up Amount Cumulative Reported Expense Unrecognized Compensation Weighted Average Period to Recognize 7/30/2011 504,024 504,024 7.0 1/31/2012 16,053 31,933 472,091 6.5 1/31/2013 61,132 (43 ) 95,065 408,959 5.5 1/31/2014 62,891 43 157,957 346,067 4.5 1/31/2015 62,941 220,898 283,126 3.5 12/31/2015 283,126 504,024 - - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 11 Months Ended |
Dec. 31, 2015 | |
Income Taxes Tables | |
Deferred tax assets | The losses result in a deferred tax asset and an equal valuation allowance of: December 31, January 31, 2015 2015 Deferred tax asset, generated from net operating loss at statutory rates $ 357,700 $ 303,100 Valuation allowance (357,700 ) (303,100 ) |
Reconciliation of the effective income tax rate to the federal statutory rate | The reconciliation of the effective income tax rate to the federal statutory rate is as follows: Federal income tax rate 15.0 % Increase in valuation allowance (15.0 )% Effective income tax rate 0.0 % |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) | 11 Months Ended |
Dec. 31, 2015 | |
Organization Details Narrative | |
Company incorporation state | State of Delaware |
Company Incorporation Date | Feb. 2, 2005 |
SUMMARY OF SIGNIFICANT ACCONTIN
SUMMARY OF SIGNIFICANT ACCONTING POLICIES (Details Narrative) - USD ($) | Dec. 31, 2015 | Jan. 31, 2015 | Dec. 31, 2014 |
Summary Of Significant Acconting Policies Details Narrative | |||
Commitments or contingencies | |||
Cash and cash equivalents | $ 16 | $ 10 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | Jan. 31, 2015 | |
Going Concern Details Narrative | |||
Accumulated deficit | $ (2,384,996) | $ (2,020,919) | |
Net loss | $ (364,077) | $ (69,806) | $ (84,793) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | Jan. 31, 2015 | |
Related Party Transactions Details Narrative | |||
Shareholder advances | $ 74,331 | $ 8,558 | $ 14,467 |
Shareholder advance | 96,298 | 21,967 | |
Interest Expense | $ 2,168 | $ 590 |
CONVERTIBLE NOTE PAYABLE (Detai
CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Jan. 31, 2015 | |
Convertible Note Payable Details Narrative | ||
Interest expense amortized | $ 917 | $ 4,947 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 6 Months Ended |
Jul. 31, 2011 | |
Stockholders Equity Details | |
Expected option life (year) | 8 years |
Expected volatility | 58.62% |
Expected dividends | 0.00% |
Risk-free rate(s) | 2.32% |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) | 11 Months Ended |
Dec. 31, 2015USD ($) | |
Compensation Expense 1 [Member] | |
Compensation expense date | Jul. 30, 2011 |
Projected Fair Value on Date of Grant | $ 504,024 |
Expense Projected | |
Unrecognized Compensation | $ 504,024 |
Weighted Average Period to Recognize Unrecognized Compensation (years) | 7 years |
Compensation Expense 2 [Member] | |
Compensation expense date | Jan. 31, 2012 |
Expense Reported | $ 16,053 |
Expense Projected | |
Cumulative Reported Expense | $ 31,933 |
Unrecognized Compensation | $ 472,091 |
Weighted Average Period to Recognize Unrecognized Compensation (years) | 6 years 6 months |
Compensation Expense 3 [Member] | |
Compensation expense date | Jan. 31, 2013 |
Expense Reported | $ 61,132 |
Expense Projected | |
True-Up Amount | $ (43) |
Cumulative Reported Expense | 95,065 |
Unrecognized Compensation | $ 408,959 |
Weighted Average Period to Recognize Unrecognized Compensation (years) | 5 years 6 months |
Compensation Expense 4 [Member] | |
Compensation expense date | Jan. 31, 2014 |
Expense Reported | $ 62,891 |
Expense Projected | |
True-Up Amount | $ 43 |
Cumulative Reported Expense | 157,957 |
Unrecognized Compensation | $ 346,067 |
Weighted Average Period to Recognize Unrecognized Compensation (years) | 4 years 6 months |
Compensation Expense 5 [Member] | |
Compensation expense date | Jan. 31, 2015 |
Expense Reported | $ 62,941 |
Expense Projected | |
Cumulative Reported Expense | $ 220,898 |
Unrecognized Compensation | $ 283,126 |
Weighted Average Period to Recognize Unrecognized Compensation (years) | 3 years 6 months |
Compensation Expense 6 [Member] | |
Compensation expense date | Dec. 31, 2015 |
Expense Reported | $ 283,126 |
Expense Projected | |
Cumulative Reported Expense | $ 504,024 |
Unrecognized Compensation |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Jan. 31, 2015 | Dec. 31, 2014 | |
Stockholders Equity Details Narrative | ||||
Interest Expense | $ 2,168 | $ 590 | ||
Stock options issued for compensation | $ 283,126 | $ 57,654 | $ 62,942 | $ 57,654 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2015 | Jan. 31, 2015 |
Deferred tax assets: | ||
Deferred tax asset, generated from net operating loss at statutory rates | $ 357,700 | $ 303,100 |
Valuation allowance | $ (357,700) | $ (303,100) |
Total |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 11 Months Ended |
Dec. 31, 2015 | |
Income Taxes Details 1 | |
Federal income tax rate | 15.00% |
Increase in valuation allowance | (15.00%) |
Effective income tax rate | 0.00% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 11 Months Ended | |
Dec. 31, 2015 | Jan. 31, 2015 | |
Income Taxes Details Narrative | ||
Operating loss carry - forwards, Net | $ 2,384,996 | $ 2,020,919 |
Expiry date | 2,025 |